Thomas C. Kelleher - Jun 30, 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: Jun 30, 2021
Transactions value $: $33,125
Form type: 4
Date filed: 7/2/2021, 10:45 AM
Previous filing: May 21, 2021
Next filing: Aug 23, 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	$33.1K	+125	+9.42%	$265.41	1.45K	Jun 30, 2021	Common Stock	125		Direct	F1

* 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--on the basis of the market value of the Common Stock on the last trading day of each quarter--credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees. These deferred stock units ultimately will be satisfied in cash, not in shares of Common Stock, upon the reporting person's retirement or other termination of services, or at such other time as may be elected under the terms of the Directors' Deferred Fee Plan.

Content

Reports the number of deferred stock units--on the basis of the market value of the Common Stock on the last trading day of each quarter--credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees. These deferred stock units ultimately will be satisfied in cash, not in shares of Common Stock, upon the reporting person's retirement or other termination of services, or at such other time as may be elected under the terms of the Directors' Deferred Fee Plan.