James A. Squires - 27 Jan 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Chairman and CEO, Director
Signature: Denise W. Hutson via P.O.A. for James A. Squires
Issuer symbol: NSC
Transactions as of: 27 Jan 2022
Net transactions value: -$3,415,432
Form type: 4
Filing time: 03 Feb 2022, 13:57:48 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	Award	$0	+29,481	+53%	$0.000000	85,021	27 Jan 2022	Direct	F1
transaction	NSC	Common Stock	Tax liability	$3,415,432	-12,604	-15%	$270.98	72,417	27 Jan 2022	Direct
holding	NSC	Common Stock						166	27 Jan 2022	By 401(k) Plan	F2
holding	NSC	Common Stock						48,613	27 Jan 2022	By Spouse
holding	NSC	Common Stock						11,637	27 Jan 2022	By the E.H. Squires Irrevocable Trust	F3
holding	NSC	Common Stock						11,637	27 Jan 2022	By the M.O. Squires Irrevocable Trust	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
holding	NSC	Option (right to buy, granted 2011)						19,000	27 Jan 2022	Common Stock	19,000		Direct	F4
holding	NSC	Option (right to buy, granted 2012)						18,000	27 Jan 2022	Common Stock	18,000		Direct	F4
holding	NSC	Option (right to buy, granted 2015)						27,871	27 Jan 2022	Common Stock	27,871	$104.23	Direct
holding	NSC	Option (right to buy, granted 2016)						105,420	27 Jan 2022	Common Stock	105,420	$70.32	Direct
holding	NSC	Option (right to buy, granted 2017)						60,300	27 Jan 2022	Common Stock	60,300	$120.25	Direct
holding	NSC	Option (right to buy, granted 2018)						26,080	27 Jan 2022	Common Stock	26,080	$149.58	Direct
holding	NSC	Option (right to buy, granted 2019)						25,820	27 Jan 2022	Common Stock	25,820	$165.79	Direct
holding	NSC	Option (right to buy, granted 2020)						22,480	27 Jan 2022	Common Stock	22,480	$214.50	Direct
holding	NSC	Option (right to buy, granted 2021)						20,730	27 Jan 2022	Common Stock	20,730	$241.79	Direct
holding	NSC	Option (right to buy, granted 2022)						16,510	27 Jan 2022	Common Stock	16,510	$270.98	Direct
holding	NSC	Restricted Stock Units						22,304	27 Jan 2022	Common Stock	22,304		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive plan (a Rule 16h-3 plan).
F2	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 March 5, 2020, to have been credited to the reporting 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 various times and at various prices.
F3	Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.
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 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 vest ratably over four years from the grant date and ultimately will be settled in Common Stock.