Earhart Cynthia C 4

4 · NORFOLK SOUTHERN CORP · Filed Jan 30, 2019

Form 4

Period: 2019-01-28

Exec. VP - Administration

Transactions

Award
Common Stock
2019-01-28+11,278→ 13,139 total
Award
Option (right to buy, granted 2019)
2019-01-28+3,840→ 3,840 total
Exercise: $164.44From: 2023-01-28Exp: 2029-01-27→ Common Stock (3,840 underlying)
Tax Payment
Common Stock
2019-01-28$164.44/sh−4,296$706,434→ 8,843 total
Award
Restricted Stock Units
2019-01-28+3,190→ 3,190 total
From: 2020-01-28Exp: 2020-01-28→ Common Stock (3,190 underlying)

Holdings

Common Stock
(indirect: By Trust)
51,384
Common Stock
(indirect: Owned by a person whose ownership may be attributed to the Executive Officer)
322

Footnotes (3)

[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]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).
[F3]Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 28, 2019, 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 be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date.

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