Claiborne L. Moore - Mar 1, 2022 Form 3 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role
Vice President and Controller
Signature
Denise W. Hutson via P.O.A. for Claiborne L. Moore
Stock symbol
NSC
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
3
Date filed
3/3/2022, 03:30 PM
Next filing
May 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NSC Common Stock 2K Mar 1, 2022 Direct F1
holding NSC Common Stock 178 Mar 1, 2022 By 401(k) Plan F1, 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
holding NSC Restricted Stock Units Mar 1, 2022 Common Stock 660 Direct F3, F4
holding NSC Restricted Stock Units Mar 1, 2022 Common Stock 160 Direct F4
holding NSC Restricted Stock Units Mar 1, 2022 Common Stock 563 Direct F4, F5
holding NSC Restricted Stock Units Mar 1, 2022 Common Stock 246 Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 9, 2022, the Corporation's Board of Directors elected the reporting person to his current position and designated him an "Executive Officer" for purposes of Section 16, effective March 1, 2022. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of his designation.
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 1, 2022, 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 These Units will vest ratably in four annual installments.
F4 Reports the total number of Restricted Stock Units granted to 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 will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock.
F5 These Units will vest ratably in three annual installments.
F6 These Units will vest ratably in two annual installments.

Remarks:

moorepoa.txt