Lorri J. Kleine - Jan 25, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role
SVP & Chief Legal Officer
Signature
/s/ Lorri J. Kleine
Stock symbol
NSC
Transactions as of
Jan 25, 2022
Transactions value $
-$34,618
Form type
4
Date filed
1/27/2022, 04:11 PM
Previous filing
Jan 19, 2022
Next filing
Jan 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NSC Common Stock Options Exercise $0 +165 +11.42% $0.00 1.61K Jan 25, 2022 Direct F1
transaction NSC Common Stock Tax liability -$12.5K -46 -2.86% $271.73 1.56K Jan 25, 2022 Direct
transaction NSC Common Stock Options Exercise $0 +290 +18.54% $0.00 1.85K Jan 26, 2022 Direct F2
transaction NSC Common Stock Tax liability -$22.1K -81 -4.37% $273.06 1.77K Jan 26, 2022 Direct
holding NSC Common Stock 1.42K Jan 25, 2022 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 Restricted Stock Units Options Exercise -165 -100% 0 Jan 25, 2022 Common Stock 165 Direct F1
transaction NSC Restricted Stock Units Options Exercise -290 -100% 0 Jan 26, 2022 Common Stock 290 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 thereporting 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 timesand at various prices.