Mark R. George - Jan 27, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP Finance and CFO
Signature: Kinsha O. Swain via P.O.A. for Mark R. George
Stock symbol: NSC
Transactions as of: Jan 27, 2022
Transactions value $: -$92,268
Form type: 4
Date filed: 1/31/2022, 08:49 PM
Next filing: Oct 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+702	+84.48%	$0.00	1.53K	Jan 28, 2022	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+536	+34.96%	$0.00	2.07K	Jan 28, 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$40K	-149	-7.2%	$268.22	1.92K	Jan 28, 2022	Direct
transaction	NSC	Common Stock	Tax liability	-$52.3K	-195	-10.16%	$268.22	1.73K	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	F3
transaction	NSC	Option (right to buy, granted 2022)	Award		+4.59K			4.59K	Jan 27, 2022	Common Stock	4.59K	$270.98	Direct	F4
transaction	NSC	Restricted Stock Units	Award		+3.1K	+54.11%		8.83K	Jan 27, 2022	Common Stock	3.1K		Direct	F5
transaction	NSC	Restricted Stock Units	Options Exercise		-536	-6.07%		8.29K	Jan 28, 2022	Common Stock	536		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-702	-8.46%		7.59K	Jan 28, 2022	Common Stock	702		Direct	F1, F6

* 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 November 5, 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.
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.
F6	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.