NSC Norfolk Southern Corp

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* George Mark R (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) See Remarks
	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

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 2024)	$251.15	09/13/2024		A		28,510		(1)	09/12/2034	Common Stock	28,510	(1)	28,510	D
Restricted Stock Units	(2)	09/13/2024		A(2)		7,960(2)		(2)	(2)	Common Stock	7,960	(2)	14,939	D

Explanation of Responses:

1. 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). These options will vest ratably in three annual installments beginning on the first anniversary of the grant date.

2. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on September 13, 2024, 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 ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on the first anniversary of the grant date.

Remarks:

President and Chief Executive Officer, See Exhibit 24.1 - Power of Attorney

	Jason M. Morris via P.O.A. for Mark R. George	09/17/2024
	** 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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POWER OF ATTORNEY

For Executing SEC Forms 3, 4, 5, and 144

(and/or other similar reports)

Know all men by these presents, that I, the undersigned, hereby constitute and appoint each of the Corporate Secretary and Assistant Corporate Secretary signing singly, my true and lawful attorney-in-fact to:

I hereby [1] grant to each and every of my attorneys-in-fact full power and authority to do and to perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I or any such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, and [2] ratify and confirm all that any of my attorneys-in-fact, or her or his substitute(s), lawfully shall do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that each and every of the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or with Rule 144.

Unless earlier revoked by me in a signed writing delivered to an attorney-in-fact, as to each such attorney-in-fact, this Power of Attorney shall remain in full force and effect (and shall survive, if necessary, my incapacity and/or death) until I no longer am required to file Report(s) with the Securities and Exchange Commission with respect to my reportable beneficial ownership, and any other holdings, of and transactions in securities of Norfolk Southern Corporation or pursuant to Rule 144.

IN WITNESS WHEREOF, I have executed this Power of attorney as of this 22nd day of July, 2024.

 

	/s/ Mark George
	Signature
	Mark George
	Printed/Typed Name

 

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POWER OF ATTORNEY

For Executing SEC Forms 3, 4, 5, and 144

(and/or other similar reports)

Know all men by these presents, that I, the undersigned, hereby constitute and appoint each of the Corporate Secretary and Assistant Corporate Secretary signing singly, my true and lawful attorney-in-fact to:

I hereby [1] grant to each and every of my attorneys-in-fact full power and authority to do and to perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I or any such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, and [2] ratify and confirm all that any of my attorneys-in-fact, or her or his substitute(s), lawfully shall do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that each and every of the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or with Rule 144.

Unless earlier revoked by me in a signed writing delivered to an attorney-in-fact, as to each such attorney-in-fact, this Power of Attorney shall remain in full force and effect (and shall survive, if necessary, my incapacity and/or death) until I no longer am required to file Report(s) with the Securities and Exchange Commission with respect to my reportable beneficial ownership, and any other holdings, of and transactions in securities of Norfolk Southern Corporation or pursuant to Rule 144.

IN WITNESS WHEREOF, I have executed this Power of attorney as of this 22nd day of July, 2024.

 

	/s/ Mark George
	Signature
	Mark George
	Printed/Typed Name

 

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