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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101
WASHINGTON, D.C. 20549 Expires: July 31, 2023
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SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly
with a market maker.
1 (a) NAME OF ISSUER (b) IRS IDENT. NO. (c) S.E.C. FILE NO.
NORFOLK SOUTHERN CORPORATION 52-1188014 1-8339
1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP (e) TELEPHONE NO.
THREE COMMERCIAL PLACE NORFOLK VA 23510 757 629-2645
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Clyde H. Allison, Jr.
2 (b) RELATIONSHIP TO ISSUER
Officer
2 (c) ADDRESS CITY STATE ZIP
Three Commercial Place Norfolk VA 23510
INSTRUCTION: The person filing this notice should contact the issuer to
Obtain I.R.S. Identification Number and the S.E.C. File Number.
3 (a) TITLE OF THE CLASS OF SECURITIES TO BE SOLD
NORFOLK SOUTHERN CORPORATION COMMON STOCK
3 (b) NAME AND ADDRESS OF EACH BROKER THROUGH WHOM SEC USE ONLY
THE SECURITIES ARE TO BE OFFERED OR EACH MARKET BROKER-DEALER
MAKER WHO IS ACQUIRING THE SECURITIES FILE NUMBER
Merrill Lynch
Nelson Rietano Group
1152 15th Street, NW, Suite 6000
Washington, DC 20005
(c) NUMBER OF SHARES OR OTHER UNITS TO BE SOLD (see instr. 3(c))
3,700
(d) AGGREGATE MARKET VALUE (see instr. 3(d))
$1,066,710 (as of 5/11/2021)
(e) NUMBER OF SHARES OR OTHER UNITS OUTSTANDING (see instr. 3(e))
250,241,009 (as of 3/31/2021)
(f) APPROXIMATE DATE OF SALE (see instr. 3(f)) (MO. DAY YR.)
5/11/2021
(g) NAME OF EACH SECURITIES EXCHANGE (see instr. 3(g))
NYSE
INSTRUCTIONS:
1.(a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2.(a) Name of person for whose account the securities are to be sold
(b) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of the immediate family of any of the foregoing)
(c) Such person's address, including zip code
3.(a) Title of the class of securities to be sold
(b) Name and address of each broker though whom the securities are intended
to be sold
(c) Number of shares or other units to be sold (if debt securities, give
the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified
date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number. SEC 1147 (08-07)
TABLE I SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of
the purchase price or other consideration therefor:
Title of Date you Nature of Acquisition Transaction
the Class Acquired
1. Common 1/26/2012 Cashless Exercise of Stock Option
Name of Person from Whom Acquired Amount of
(If gift, also give date donor acquired) Securities Acquired
1. Norfolk Southern Corporation Common Stock 3,700
Date of Payment Nature of Payment
1. 5/11/2021 Cash
INSTRUCTIONS: If the securities were purchased and full payment therefor was
not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted
of any note or other obligation, or if payment was made in installments
describe the arrangement and state when the note or other obligation was
discharged in full or the last installment paid.
TABLE II SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to
be sold.
Name and Address of Seller
Title of Securities Sold
Date of Sale Amount of Securities Sold Gross Proceeds
REMARKS:
INSTRUCTIONS:
See the definition of person in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In
addition, information shall be given as to sales by all persons whose sales
are required by paragraph (e) of Rule 144 to be aggregated with sales for the
account of the person filing this notice.
ATTENTION: The person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice that he does
not know any material adverse information in regard to the current and
prospective operations of the Issuer of the securities to be sold which has
not been publicly disclosed. If such person has adopted a written trading plan
or given trading instructions to satisfy Rule 10b5-1 under the Exchange
Act, by signing the form and indicating the date that the plan was adopted or
the instruction given, that person makes such representation as of the plan
adoption or instruction date.
May 11, 2021 /s/ Denise W. Hutson as POA for Clyde H. Allison, Jr.
DATE OF NOTICE (SIGNATURE)
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
The notice shall be signed by the person for whose account the securities are
to be sold. At least one copy of the notice shall be manually signed. Any
copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001)
SEC 1147 (02-08)