Cynthia M. Sanborn - 30 Jan 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Operating Officer
Signature: Denise W. Hutson via P.O.A. for Cynthia M. Sanborn
Issuer symbol: NSC
Transactions as of: 30 Jan 2022
Net transactions value: -$243,368
Form type: 4
Filing time: 01 Feb 2022, 19:51:58 UTC
Previous filing: 31 Jan 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	+3,126	+554%	$0.000000	3,690	30 Jan 2022	Direct	F1
transaction	NSC	Common Stock	Tax liability	$243,368	-899	-24%	$270.71	2,791	30 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	Options Exercise		-3,126	-21%		11,702	30 Jan 2022	Common Stock	3,126		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 September 1, 2020, 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 three annual installments beginning on January 30, 2022. This distribution represents the first of three installments.

Content

Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on September 1, 2020, 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 three annual installments beginning on January 30, 2022. This distribution represents the first of three installments.