SEC Form 4 · accession 0001225208-16-038435
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marta R Stewart
Officer — EVP-Finance and CFO
Period of report
Aug 25, 2016
Accepted (ET)
Aug 29, 2016 · 10:36 am EDT
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 | Aug 25, 2016 | M | 1,593 | $62.745 | A | 10,797 | D | |
| Common StockF2 | holding | — | — | — | 2,745 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 17,966 | I | By GRATs | |
| Common Stock | holding | — | — | — | 9,847 | I | By Revocable Trust |
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 2011)F3 | $62.745 | Aug 25, 2016 | M | 1,593 | D | Jan 27, 2015 | Jan 26, 2021 | Common Stock | 1,593 | 2,607 | D |
Explanation of responses
- F1Excludes 17,966 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
- F2Represents 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 August 25, 2016, 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.
- F3Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).