Alan H. Shaw - 29 Jul 2021 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Marketing Officer
Signature: Denise W. Hutson via P.O.A. for Alan H. Shaw
Issuer symbol: NSC
Transactions as of: 29 Jul 2021
Net transactions value: -$859,063
Form type: 4
Filing time: 02 Aug 2021, 09:42:05 UTC
Next filing: 17 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$259,909	+2,760	+9.6%	$94.17	31,399	29 Jul 2021	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$283,506	+2,720	+8.7%	$104.23	34,119	29 Jul 2021	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$178,066	+2,550	+7.5%	$69.83	36,669	29 Jul 2021	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$142,766	+1,900	+5.2%	$75.14	38,569	29 Jul 2021	Direct	F1
transaction	NSC	Common Stock	Sale	$146,438	-570	-1.5%	$256.91	37,999	29 Jul 2021	Direct
transaction	NSC	Common Stock	Sale	$287,287	-1,118	-2.9%	$256.96	36,881	29 Jul 2021	Direct
transaction	NSC	Common Stock	Tax liability	$400,633	-1,552	-4.2%	$258.14	35,329	29 Jul 2021	Direct
transaction	NSC	Common Stock	Sale	$436,479	-1,699	-4.8%	$256.90	33,630	29 Jul 2021	Direct
transaction	NSC	Common Stock	Sale	$452,473	-1,761	-5.2%	$256.94	31,869	29 Jul 2021	Direct	F2
holding	NSC	Common Stock						1,747	29 Jul 2021	By 401(k) Plan	F3

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 2012)	Options Exercise		-1,900	-100%		0	29 Jul 2021	Common Stock	1,900	$75.14	Direct	F1
transaction	NSC	Option (right to buy, granted 2013)	Options Exercise		-2,550	-100%		0	29 Jul 2021	Common Stock	2,550	$69.83	Direct	F1
transaction	NSC	Option (right to buy, granted 2014)	Options Exercise		-2,760	-100%		0	29 Jul 2021	Common Stock	2,760	$94.17	Direct	F1
transaction	NSC	Option (right to buy, granted 2015)	Options Exercise		-2,720	-100%		0	29 Jul 2021	Common Stock	2,720	$104.23	Direct	F1

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

Explanation of Responses:

Id	Content
F1	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).
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.9000 to $257.0000, inclusive.
F3	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 July 29, 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.