NORFOLK SOUTHERN CORP·4

Jan 31, 9:48 PM ET

Kleine Lorri J 4

4 · NORFOLK SOUTHERN CORP · Filed Jan 31, 2022

Insider Transaction Report

Form 4
Period: 2022-01-27
Kleine Lorri J
SVP & Chief Legal Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2022-01-28+2472,020.274 total
  • Exercise/Conversion

    Common Stock

    2022-01-28+1602,180.274 total
  • Tax Payment

    Common Stock

    2022-01-28$268.22/sh45$12,0702,135.274 total
  • Tax Payment

    Common Stock

    2022-01-28$268.22/sh69$18,5072,066.274 total
  • Award

    Option (right to buy, granted 2022)

    2022-01-27+1,5301,530 total
    Exercise: $270.98From: 2023-01-27Exp: 2032-01-26Common Stock (1,530 underlying)
  • Award

    Restricted Stock Units

    2022-01-27+1,0301,030 total
    Common Stock (1,030 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    2022-01-28160160 total
    From: 2022-01-28Exp: 2023-01-28Common Stock (160 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    2022-01-28247511 total
    From: 2022-01-30Exp: 2024-01-30Common Stock (247 underlying)
Holdings
  • Common Stock

    (indirect: By 401(k))
    1,457.572
Footnotes (5)
  • [F1]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, 2021, under the terms of the Norfolk Southern CorporationLong-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 firstanniversary of the grant date. This distribution represents the first of four installments.
  • [F2]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 CorporationLong-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 firstanniversary of the grant date. This distribution represents the third of four installments.
  • [F3]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 28, 2022, to have been credited tothereporting 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 varioustimesand at various prices.
  • [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 on January 27, 2022, under the terms of the Norfolk Southern CorporationLong-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 firstanniversary of the grant date.

Documents

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