Sec Form 4 Filing - Squires James A @ NORFOLK SOUTHERN CORP - 2019-04-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Squires James A 2. Issuer Name and Ticker or Trading Symbol NORFOLK SOUTHERN CORP [ NSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) THREE COMMERCIAL PLACE 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2019 (Street) NORFOLK, VA23510 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/25/2019 M 1,432 A $ 69.83 81,132 D Common Stock 04/25/2019 F 491 D $ 204.06 80,641 ( 1 ) D Common Stock 156.157 I By 401(k) Plan ( 2 ) Common Stock 5,892 I By GRATs Common Stock 31,136 I By Spouse Common Stock 5,123.975 ( 3 ) I By the E.H. Squires Irrevocable Trust ( 4 ) Common Stock 5,123.975 ( 3 ) I By the M.O. Squires Irrevocable Trust ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy, granted 2013) $ 69.83 04/25/2019 M( 5 ) 1,432 ( 5 ) 01/24/2017 01/23/2023 Common Stock 1,432 ( 5 ) 22,568 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Squires James A THREE COMMERCIAL PLACE NORFOLK, VA23510 X Chairman, President and CEO Signatures Denise W. Hutson via P.O.A. for James A. Squires 04/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Excludes 5,892 shares which remain held indirectly in a grantor retained annuity trust (GRAT), previously held directly. ( 2 )Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of April 25, 2019, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices. ( 3 )Includes 48.975 shares of common stock acquired by the trust as a result of participation in a dividend reinvestment plan. ( 4 )Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of each trust. The reporting person has no pecuniary interest or investment control over these shares. ( 5 )Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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