James A. Squires - Jan 25, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Chairman and CEO, Director
Signature: Denise W. Hutson via P.O.A. for James A. Squires
Stock symbol: NSC
Transactions as of: Jan 25, 2022
Transactions value $: -$1,149,019
Form type: 4
Date filed: 1/27/2022, 04:11 PM
Previous filing: Aug 5, 2021
Next filing: Feb 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+3.03K	+6.23%	$0.00	51.6K	Jan 25, 2022	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$229K	-841	-1.63%	$271.73	50.8K	Jan 25, 2022	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+8.11K	+15.96%	$0.00	58.9K	Jan 26, 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$920K	-3.37K	-5.72%	$273.06	55.5K	Jan 26, 2022	Direct
holding	NSC	Common Stock						163	Jan 25, 2022	By 401(k) Plan	F3
holding	NSC	Common Stock						48.6K	Jan 25, 2022	By Spouse
holding	NSC	Common Stock						11.6K	Jan 25, 2022	By the E.H. Squires Irrevocable Trust	F4
holding	NSC	Common Stock						11.6K	Jan 25, 2022	By the M.O. Squires Irrevocable Trust	F4

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	Restricted Stock Units	Options Exercise		-3.03K	-16.09%		15.8K	Jan 25, 2022	Common Stock	3.03K		Direct	F1
transaction	NSC	Restricted Stock Units	Options Exercise		-8.11K	-100%		0	Jan 26, 2022	Common Stock	8.11K		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 Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 25, 2018, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the fourth of four installments.
F2	Represents shares earned by the reporting person that were originally granted as restricted stock units on January 26, 2017, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).
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 January 26, 2022, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
F4	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.