James A. Squires - Jan 27, 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 27, 2022
Transactions value $
-$11,704,396
Form type
4
Date filed
1/31/2022, 08:45 PM
Previous filing
Jan 27, 2022
Next filing
Feb 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NSC Common Stock Options Exercise $5.83M +62.9K +113.22% $92.76 118K Jan 28, 2022 Direct
transaction NSC Common Stock Options Exercise $0 +2.98K +2.52% $0.00 121K Jan 28, 2022 Direct F1
transaction NSC Common Stock Options Exercise $0 +2.25K +1.85% $0.00 124K Jan 28, 2022 Direct F2
transaction NSC Common Stock Tax liability -$258K -962 -0.78% $268.22 123K Jan 28, 2022 Direct
transaction NSC Common Stock Tax liability -$342K -1.28K -1.04% $268.22 121K Jan 28, 2022 Direct
transaction NSC Common Stock Sale -$16.9M -62.9K -51.79% $269.36 58.5K Jan 28, 2022 Direct
holding NSC Common Stock 167 Jan 27, 2022 By 401(k) Plan F3
holding NSC Common Stock 48.6K Jan 27, 2022 By Spouse
holding NSC Common Stock 11.6K Jan 27, 2022 By the E.H. Squires Irrevocable Trust F4
holding NSC Common Stock 11.6K Jan 27, 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 Option (right to buy, granted 2022) Award +16.5K 16.5K Jan 27, 2022 Common Stock 16.5K $270.98 Direct F5
transaction NSC Restricted Stock Units Award +7.97K +50.42% 23.8K Jan 27, 2022 Common Stock 7.97K Direct F6
transaction NSC Option (right to buy, granted 2015) Options Exercise -62.9K -100% 0 Jan 28, 2022 Common Stock 62.9K $92.76 Direct F7
transaction NSC Restricted Stock Units Options Exercise -2.25K -9.46% 21.5K Jan 28, 2022 Common Stock 2.25K Direct F2
transaction NSC Restricted Stock Units Options Exercise -2.98K -13.85% 18.5K Jan 28, 2022 Common Stock 2.98K 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 Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 28, 2019, 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 third of four installments.
F2 Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 28, 2021, 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 first of four installments.
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 28, 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.
F5 Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).
F6 Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2022, 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.
F7 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).