Lorri J. Kleine - Jan 27, 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 27, 2022
Transactions value $
-$30,577
Form type
4
Date filed
1/31/2022, 08:48 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 $0 +247 +13.93% $0.00 2.02K Jan 28, 2022 Direct F1
transaction NSC Common Stock Options Exercise $0 +160 +7.92% $0.00 2.18K Jan 28, 2022 Direct F2
transaction NSC Common Stock Tax liability -$12.1K -45 -2.06% $268.22 2.14K Jan 28, 2022 Direct
transaction NSC Common Stock Tax liability -$18.5K -69 -3.23% $268.22 2.07K Jan 28, 2022 Direct
holding NSC Common Stock 1.46K Jan 27, 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 Option (right to buy, granted 2022) Award +1.53K 1.53K Jan 27, 2022 Common Stock 1.53K $270.98 Direct F4
transaction NSC Restricted Stock Units Award +1.03K 1.03K Jan 27, 2022 Common Stock 1.03K Direct F5
transaction NSC Restricted Stock Units Options Exercise -160 -50% 160 Jan 28, 2022 Common Stock 160 Direct F2
transaction NSC Restricted Stock Units Options Exercise -247 -32.59% 511 Jan 28, 2022 Common Stock 247 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 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 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 third 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 tothereporting 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 varioustimesand at various prices.
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 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.