Sec Form 4 Filing - Shaw Alan H. @ NORFOLK SOUTHERN CORP - 2020-04-02

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 Shaw Alan H. 2. Issuer Name and Ticker or Trading Symbol NORFOLK SOUTHERN CORP [ NSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Marketing Officer (Last) (First) (Middle) THREE COMMERCIAL PLACE 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2020 (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 04/02/2020 P 21 A $ 141.7286 21 I By Spouse Common Stock 04/03/2020 P 26 A $ 142.3364 47 I By Spouse Common Stock 04/06/2020 P 4 A $ 153.5703 51 I By Spouse Common Stock 06/02/2020 P 7 A $ 183.4018 58 I By Spouse Common Stock 06/03/2020 P 6 A $ 191.4582 64 I By Spouse Common Stock 06/04/2020 P 6 A $ 191.8904 70 I By Spouse Common Stock 08/04/2020 S 7 D $ 190.5053 63 I By Spouse Common Stock 09/02/2020 S 12 D $ 214.6658 51 I By Spouse Common Stock 10/02/2020 S 43 D $ 213.391 8 I By Spouse Common Stock 10/05/2020 S 8 D $ 215.4517 0 I By Spouse Common Stock 01/05/2021 P 10 A $ 235.6632 10 I By Spouse Common Stock 01/06/2021 P 8 A $ 241.1539 18 I By Spouse Common Stock 01/07/2021 P 8 A $ 247.6647 26 I By Spouse Common Stock 01/08/2021 P 17 A $ 255.1558 43 I By Spouse Common Stock 28,639 D Common Stock 1,752.7048 I By 401(k) Plan ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shaw Alan H. THREE COMMERCIAL PLACE NORFOLK, VA23510 EVP & Chief Marketing Officer Signatures Denise W. Hutson via P.O.A. for Alan H. Shaw 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 January 8, 2021, 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.

Remarks: The transactions by the Reporting Person's relative reported herein were inadvertently omitted from prior reports. These transactions occurred with respect to a managed account held by a relative of the Reporting Person over which a broker had trading discretion, and the clerical error that permitted these trades to occur has been corrected. The Reporting Person realized short-swing profits under Section 16(b) of the Exchange Act as a result of the purchases of the Issuer's common stock reported herein being matched against sales of common stock by the Reporting Person or the Reporting Person's relative. On February 11, 2021, the Reporting Person disgorged $3,165.14 to the Issuer, representing the short-swing profits realized by the Reporting Person as a result of such transactions.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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