Thomas C. Kelleher - May 20, 2021 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Director
Signature: Denise W. Hutson via P.O.A. for Thomas C. Kelleher
Stock symbol: NSC
Transactions as of: May 20, 2021
Transactions value $: $3,845
Form type: 4
Date filed: 5/21/2021, 04:51 PM
Next filing: Jul 2, 2021

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	Deferred Stock Units - Dir. Def. Fee Plan	Award	$1.31K	+4.72	+0.36%	$276.91	1.33K	May 20, 2021	Common Stock	4.72		Direct	F1
transaction	NSC	Restricted Stock Units	Award	$2.54K	+9.13	+0.36%	$277.89	2.57K	May 20, 2021	Common Stock	9.13		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan in the form of a deemed reinvestment of dividends on deferred stock units held under the plan, calculated on the basis of the closing market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.
F2	Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the corporation's common stock on the dividend payment date. These units ultimately will be satisfied in common stock.

Content

Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan in the form of a deemed reinvestment of dividends on deferred stock units held under the plan, calculated on the basis of the closing market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.

Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the corporation's common stock on the dividend payment date. These units ultimately will be satisfied in common stock.