Ann A. Adams - 27 Jan 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Transform. Officer
Signature: Denise W. Hutson via P.O.A. for Ann A. Adams
Issuer symbol: NSC
Transactions as of: 27 Jan 2022
Net transactions value: -$96,023
Form type: 4
Filing time: 31 Jan 2022, 20:45:56 UTC
Previous filing: 27 Jan 2022
Next filing: 05 Oct 2022
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	$0	+659	+8.5%	$0.000000	8,414	28 Jan 2022	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+622	+7.4%	$0.000000	9,036	28 Jan 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	$46,402	-173	-1.9%	$268.22	8,863	28 Jan 2022	Direct
transaction	NSC	Common Stock	Tax liability	$49,621	-185	-2.1%	$268.22	8,678	28 Jan 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		+14,360			14,360	27 Jan 2022	Common Stock	14,360	$298.08	Direct	F3
transaction	NSC	Option (right to buy, granted 2022)	Award		+3,440			3,440	27 Jan 2022	Common Stock	3,440	$270.98	Direct	F4
transaction	NSC	Restricted Stock Units	Award		+2,320	+50%		6,936	27 Jan 2022	Common Stock	2,320		Direct	F5
transaction	NSC	Restricted Stock Units	Options Exercise		-622	-9%		6,314	28 Jan 2022	Common Stock	622		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-659	-10%		5,655	28 Jan 2022	Common Stock	659		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	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 annual installments 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.
F4	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).
F5	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.