James A. Squires - May 18, 2021 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Signature
Denise W. Hutson via P.O.A. for James A. Squires
Stock symbol
NSC
Transactions as of
May 18, 2021
Transactions value $
-$13,261,633
Form type
4
Date filed
5/20/2021, 04:05 PM
Next filing
May 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NSC Common Stock Options Exercise $6.49M +70K +139.41% $92.76 120K May 18, 2021 Direct
transaction NSC Common Stock Sale -$19.8M -70K -58.23% $282.21 50.2K May 18, 2021 Direct
holding NSC Common Stock 161 May 18, 2021 By 401(k) Plan F1
holding NSC Common Stock 50.2K May 18, 2021 By Spouse
holding NSC Common Stock 21.6K May 18, 2021 By the E.H. Squires Irrevocable Trust F2
holding NSC Common Stock 21.6K May 18, 2021 By the M.O. Squires Irrevocable Trust F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NSC Option (right to buy, granted 2015) Options Exercise -70K -52.68% 62.9K May 18, 2021 Common Stock 70K $92.76 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 May, 18, 2021, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
F2 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.
F3 Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).