SEC Filing | Norfolk Southern Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kleine Lorri J

(Last)

(First)

(Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2022

3. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Legal Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	1,445.274	D
Common Stock⁽¹⁾	1,460.6971	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy, granted 2016)⁽²⁾	01/28/2020	01/27/2026	Common Stock	1,140	70.32	D
Option (right to buy, granted 2017)⁽²⁾	01/26/2021	01/25/2027	Common Stock	1,300	120.25	D
Restricted Stock Units⁽³⁾	01/25/2022	01/25/2022	Common Stock	165	⁽³⁾	D
Restricted Stock Units⁽³⁾	01/26/2022	01/26/2022	Common Stock	290	⁽³⁾	D
Restricted Stock Units⁽³⁾	01/28/2022	01/28/2023	Common Stock	320⁽⁴⁾	⁽³⁾	D
Restricted Stock Units⁽³⁾	01/28/2022	01/28/2025	Common Stock	990⁽⁵⁾	⁽³⁾	D
Restricted Stock Units⁽³⁾	01/30/2022	01/30/2024	Common Stock	758⁽⁶⁾	⁽³⁾	D

Explanation of Responses:

1. On December 23, 2021, 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 January 10, 2022. 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. Each Unit is the economic equivalent of one share of Common Stock. These units will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock.

4. These Units will vest ratably in two annual installments.

5. These Units will vest ratably in four annual installments.

6. These Units will vest ratably in three annual installments.

Remarks:

poakleinetxt.txt

	/s/ Lorri J. Kleine	01/19/2022
	** 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 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).
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.

                                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 Denise W. Hutson, the Corporate Secretary and Joseph C.
Wolfe, the Assistant Corporate Secretary, signing singly, my true and lawful
attorney-in-fact to:

	(1)	execute for and on my behalf SEC Forms 3, 4, 5, and 144
(including both amendments thereto and any and all other
similar reports, however hereafter known, designated or
identified) ("Report") in accordance with (a) Section 16(a)
of the Securities Exchange Act of 1934 and the rules
thereunder and (b) Rule 144, concerning securities of
Norfolk Southern  Corporation;

	(2)	do and perform any and all acts for and on my behalf which
may be necessary or desirable to complete any such Report(s)
and to effect the timely filing of such Report(s) with the
United States Securities and Exchange Commission and with
any authority, agency, exchange or other body as may be
required, or thought advisable, by my attorney-in-fact; and

	(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of my attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required of, me, it being understood that the
documents executed by my attorney-in-fact on my behalf
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as my attorney-in-
fact, in her or his sole discretion, may approve.

	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 (date)

___January 10, 2022__.


                               ___/s/ Lorri J. Kleine___________
                                               (Signature)

                               __Lorri J. Kleine________________
                                           (Printed/Typed Name)