SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shaw Alan H.
(Last) (First) (Middle)
650 W PEACHTREE ST NW
(Street)
ATLANTA GA 30308
(City) (State) (Zip)
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
Officer (give title below) X Other (specify below)
Former CEO / Director
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/13/2024 M(1) 20,210 A $70.32 55,255 D
Common Stock 09/13/2024 M(1) 13,220 A $120.25 68,475 D
Common Stock 09/13/2024 M(1) 8,055 A $241.18 76,530 D
Common Stock 09/13/2024 M(1) 3,480 A $149.58 80,010 D
Common Stock 09/13/2024 M(1) 3,400 A $165.79 83,410 D
Common Stock 09/13/2024 M(1) 2,960 A $214.5 86,370 D
Common Stock 09/13/2024 S 51,325 D $255.9825 35,045 D
Common Stock 1,849.0512 I By 401(k) Plan(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 2016) $70.32 09/13/2024 M(1) 20,210(1) 01/28/2020 01/27/2026 Common Stock 20,210 $255.9825(1) 0.0000 D
Option (right to buy, granted 2017) $120.25 09/13/2024 M(1) 13,220(1) 01/26/2021 01/25/2027 Common Stock 13,220 $255.9825(1) 0.0000 D
Option (right to buy, granted 2018) $149.58 09/13/2024 M(1) 3,480(1) 01/25/2022 01/24/2028 Common Stock 3,480 $255.9825(1) 0.0000 D
Option (right to buy, granted 2019) $165.79 09/13/2024 M(1) 3,400(1) 01/28/2023 01/27/2029 Common Stock 3,400 $255.925(1) 0.0000 D
Option (right to buy, granted 2020) $214.5 09/13/2024 M(1) 2,960(1) 01/30/2024 01/30/2030 Common Stock 2,960 $255.9825(1) 0.0000 D
Option (right to buy, granted 2023) $241.18 09/13/2024 M(1) 8,055 01/26/2024 01/24/2033 Common Stock 8,055 $255.9825 0.0000 D
Explanation of Responses:
1. 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).
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 September 13, 2024, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
Joseph C. Wolfe via P.O.A. for Alan H. Shaw 09/30/2024
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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