SEC Form 4 · accession 0001225208-15-002647
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 29, 2015
Accepted (ET)
Feb 2, 2015 · 6:23 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 29, 2015 | M | 4,000 | $0.00 | A | 39,840 | D | |
| Common StockF2 | Jan 29, 2015 | F | 1,842 | $102.9899 | D | 37,998 | D | |
| Common StockF3 | holding | — | — | — | 6,275 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Jan 29, 2015 | M | 4,000 | D | Jan 29, 2015 | Jan 29, 2015 | Common Stock | 4,000 | 0 | D |
Explanation of responses
- F1Represents shares earned by the reporting person that were originally granted as restricted stock units on January 29, 2010, under 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 29, 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.