Lorri J. Kleine - Jan 27, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role
SVP & Chief Legal Officer
Signature
Denise W. Hutson as P.O.A. for Lorri J. Kleine
Stock symbol
NSC
Transactions as of
Jan 27, 2022
Transactions value $
-$33,060
Form type
4
Date filed
2/3/2022, 02:16 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 Award $0 +438 +24.7% $0.00 2.21K Jan 27, 2022 Direct F1
transaction NSC Common Stock Tax liability -$33.1K -122 -5.52% $270.98 2.09K Jan 27, 2022 Direct
holding NSC Common Stock 1.44K Jan 27, 2022 By 401(k) Plan F2

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 +1.53K 1.53K Jan 27, 2022 Common Stock 1.53K $270.98 Direct F3
holding NSC Option (right to buy, granted 2016) 1.14K Jan 27, 2022 Common Stock 1.14K $70.32 Direct
holding NSC Option (right to buy, granted 2017) 1.3K Jan 27, 2022 Common Stock 1.3K $120.25 Direct
holding NSC Restricted Stock Units 2.44K Jan 27, 2022 Common Stock 2.44K Direct F4
* 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 January 27, 2022, to have been credited to thereporting 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 atvarioustimesand at various prices.
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).
F4 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 not more than four years from the grant date and ultimately will be settled in Common Stock.