Clyde H. Allison Jr - Jan 27, 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.
Stock symbol: NSC
Transactions as of: Jan 27, 2022
Transactions value $: -$39,965
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	+287	+0.67%	$0.00	43.2K	Jan 28, 2022	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+247	+0.57%	$0.00	43.4K	Jan 28, 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$18.5K	-69	-0.16%	$268.22	43.4K	Jan 28, 2022	Direct
transaction	NSC	Common Stock	Tax liability	-$21.5K	-80	-0.18%	$268.22	43.3K	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	Restricted Stock Units	Award		+880	+88.89%		1.87K	Jan 27, 2022	Common Stock	880		Direct	F3
transaction	NSC	Restricted Stock Units	Options Exercise		-247	-13.21%		1.62K	Jan 28, 2022	Common Stock	247		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-287	-17.68%		1.34K	Jan 28, 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.