1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Option to buy (granted 2004)
(2)
|
01/30/2005 |
01/29/2014 |
Common Stock
|
3,123
|
$
22.02
|
D
|
Â
|
Option to buy (granted 2005)
(2)
|
01/28/2006 |
01/27/2015 |
Common Stock
|
5,300
|
$
34.1
|
D
|
Â
|
Option to buy (granted 2006)
(2)
|
01/27/2007 |
01/26/2016 |
Common Stock
|
4,100
|
$
49.425
|
D
|
Â
|
Option to buy (granted 2007)
(2)
|
01/25/2010 |
01/24/2017 |
Common Stock
|
6,500
|
$
49.555
|
D
|
Â
|
Option to buy (granted 2008)
(2)
|
01/24/2011 |
01/23/2018 |
Common Stock
|
6,500
|
$
50.74
|
D
|
Â
|
Option to buy (granted 2009)
(2)
|
01/29/2013 |
01/28/2019 |
Common Stock
|
7,000
|
$
38.705
|
D
|
Â
|
Option to buy (granted 2010)
(2)
|
01/29/2014 |
01/28/2020 |
Common Stock
|
5,000
|
$
47.76
|
D
|
Â
|
Option to buy (granted 2011)
(2)
|
01/27/2015 |
01/26/2021 |
Common Stock
|
4,200
|
$
62.745
|
D
|
Â
|
Option to buy (granted 2012)
(2)
|
01/26/2016 |
01/25/2022 |
Common Stock
|
3,700
|
$
75.14
|
D
|
Â
|
Option to buy (granted 2013)
(2)
|
01/24/2017 |
01/23/2023 |
Common Stock
|
5,000
|
$
69.83
|
D
|
Â
|
Restricted Stock Units
|
Â
(3)
|
Â
(3)
|
Common Stock
|
6,400
(3)
|
$
(3)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
At its meeting on May 9, 2013, the Corporation's Board of Directors elected the reporting person to her current position and designated her an "Executive Officer" for purposes of Section 16, effective June 1, 2013. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of her designation. |
(2) |
Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Incentive Plan. |
(3) |
Reports the total number of Restricted Stock Units granted to the reporting person under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. These units ultimately will be satisfied in shares of stock. |