Cynthia M. Sanborn - Jan 27, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role
EVP & Chief Operating Officer
Signature
Denise W. Hutson via P.O.A. for Cynthia M. Sanborn
Stock symbol
NSC
Transactions as of
Jan 27, 2022
Transactions value $
-$58,472
Form type
4
Date filed
1/31/2022, 08:45 PM
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 $0 +782 $0.00 782 Jan 28, 2022 Direct F1
transaction NSC Common Stock Tax liability -$58.5K -218 -27.88% $268.22 564 Jan 28, 2022 Direct

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 +19.2K 19.2K Jan 27, 2022 Common Stock 19.2K $298.08 Direct F2
transaction NSC Option (right to buy, granted 2022) Award +4.59K 4.59K Jan 27, 2022 Common Stock 4.59K $270.98 Direct F3
transaction NSC Restricted Stock Units Award +3.1K +24.78% 15.6K Jan 27, 2022 Common Stock 3.1K Direct F4
transaction NSC Restricted Stock Units Options Exercise -782 -5.01% 14.8K Jan 28, 2022 Common Stock 782 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, 2021, under the terms of the Norfolk Southern CorporationLong-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 firstanniversary of the grant date. This distribution represents the first of four installments.
F2 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). These options vest ratably in four annualinstallments beginning on the first anniversary of the grant date. The exercise price for this option reflects a 10% premium above the normal exercise price for options granted on this date.
F3 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).
F4 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 CorporationLong-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 firstanniversary of the grant date.