Clyde H. Allison Jr. - 27 Jan 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Vice President and Controller
Signature: Denise W. Hutson via P.O.A. for Clyde H. Allison Jr.
Issuer symbol: NSC
Transactions as of: 27 Jan 2022
Net transactions value: -$39,965
Form type: 4
Filing time: 31 Jan 2022, 20:48:20 UTC
Previous filing: 27 Jan 2022
Next filing: 01 Feb 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	+287	+0.67%	$0.000000	43,175	28 Jan 2022	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+247	+0.57%	$0.000000	43,422	28 Jan 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	$18,507	-69	-0.16%	$268.22	43,353	28 Jan 2022	Direct
transaction	NSC	Common Stock	Tax liability	$21,458	-80	-0.18%	$268.22	43,273	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	Restricted Stock Units	Award		+880	+89%		1,870	27 Jan 2022	Common Stock	880		Direct	F3
transaction	NSC	Restricted Stock Units	Options Exercise		-247	-13%		1,623	28 Jan 2022	Common Stock	247		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-287	-18%		1,336	28 Jan 2022	Common Stock	287		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 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.