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*
Squires James A
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2022
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 01/27/2022 A 29,481(1) A $0.0000 85,021 D
Common Stock 01/27/2022 F 12,604 D $270.98 72,417 D
Common Stock 165.7313 I By 401(k) Plan(2)
Common Stock 48,613 I By Spouse
Common Stock 11,636.923 I By the E.H. Squires Irrevocable Trust(3)
Common Stock 11,636.923 I By the M.O. Squires Irrevocable Trust(3)
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 2011) (4) 01/27/2015 01/26/2021 Common Stock 19,000 19,000 D
Option (right to buy, granted 2012) (4) 01/26/2016 01/25/2022 Common Stock 18,000 18,000 D
Option (right to buy, granted 2015) $104.23 01/27/2019 01/26/2025 Common Stock 27,871 27,871 D
Option (right to buy, granted 2016) $70.32 01/28/2020 01/27/2026 Common Stock 105,420 105,420 D
Option (right to buy, granted 2017) $120.25 01/26/2021 01/25/2027 Common Stock 60,300 60,300 D
Option (right to buy, granted 2018) $149.58 01/25/2022 01/24/2028 Common Stock 26,080 26,080 D
Option (right to buy, granted 2019) $165.79 01/28/2023 01/27/2029 Common Stock 25,820 25,820 D
Option (right to buy, granted 2020) $214.5 01/30/2024 01/30/2030 Common Stock 22,480 22,480 D
Option (right to buy, granted 2021) $241.79 01/28/2025 01/28/2031 Common Stock 20,730 20,730 D
Option (right to buy, granted 2022) $270.98 01/27/2026 01/26/2032 Common Stock 16,510 16,510 D
Restricted Stock Units (5) (5) (5) Common Stock 22,304 22,304 D
Explanation of Responses:
1. Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive plan (a Rule 16h-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 March 5, 2020, 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.
3. Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.
4. Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).
5. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units vest ratably over four years from the grant date and ultimately will be settled in Common Stock.
Denise W. Hutson via P.O.A. for James A. Squires 02/03/2022
** 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).
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