SEC Form 4 · accession 0001225208-15-002366
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark D Manion
Officer — Exec. Vice President & COO
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 6:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000702165
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 27, 2015 | A | 9,144 | $0.00 | A | 38,913 | D | |
| Common StockF2 | Jan 27, 2015 | F | 3,073 | $104.23 | D | 35,840 | D | |
| Common StockF3 | holding | — | — | — | 6,224 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 19,576 | I | By GRATs |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy, granted 2015)F4 | $104.23 | Jan 27, 2015 | A | 23,060 | A | Jan 27, 2019 | Jan 26, 2025 | Common Stock | 23,060 | 23,060 | D |
| Restricted Stock UnitsF5 | — | Jan 27, 2015 | A | 2,880 | A | Jan 27, 2020 | Jan 27, 2020 | Common Stock | 2,880 | 2,880 | D |
Explanation of responses
- F1Represents 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)
- F2Excludes 19,576 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
- F3Represents 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, 2015, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
- F4Reports 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).
- F5Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2015, 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 on January 27, 2020.