SEC FORM 4

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

1. Name and Address of Reporting Person^*

Shaw Alan H.

(Last)

(First)

(Middle)

THREE COMMERCIAL PLACE

(Street)

NORFOLK

23510

(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
X	Officer (give title below)	Other (specify below)
	EVP & Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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	0.0000	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	Denise W. Hutson via P.O.A. for Alan H. Shaw	02/11/2021
	** 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.
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