Mark R. George - Jan 26, 2023 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role
EVP and CFO
Signature
Denise W. Hutson via P.O.A. for Mark R. George
Stock symbol
NSC
Transactions as of
Jan 26, 2023
Transactions value $
-$280,083
Form type
4
Date filed
1/30/2023, 03:18 PM
Previous filing
Oct 20, 2022
Next filing
Jan 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NSC Common Stock Award $0 +4.55K +103.93% $0.00 8.93K Jan 26, 2023 Direct F1, F2
transaction NSC Common Stock Tax liability -$280K -1.17K -13.05% $240.42 7.77K Jan 26, 2023 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 2023) Award +7.73K 7.73K Jan 26, 2023 Common Stock 7.73K $240.42 Direct F3
transaction NSC Restricted Stock Units Award +2.5K +35.84% 9.48K Jan 26, 2023 Common Stock 2.5K 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 16b-3 plan).
F2 Represents the total amount of shares beneficially owned by the reporting person as of the filing date (including the impact of a non-sequential Form 4 filed on February 3, 2022, and a Form 4/A filed on October 5, 2022).
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 will vest ratably in four annual installments beginning on the first anniversary of the grant date.
F4 Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 26, 2023, 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.