SEC Form 4 · accession 0001225208-16-041429
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Hixon
Officer — Exec. VP-Law & Corp. Relations
Period of report
Nov 8, 2016
Accepted (ET)
Nov 10, 2016 · 9:45 am 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 Stock | Nov 8, 2016 | M | 10,000 | $38.705 | A | 142,647 | D | |
| Common Stock | Nov 8, 2016 | S | 10,000 | $96.00 | D | 132,647 | D | |
| Common Stock | Nov 8, 2016 | S | 10,830 | $95.00 | D | 121,817 | D | |
| Common Stock | Nov 9, 2016 | M | 14,417 | $38.705 | A | 136,234 | D | |
| Common Stock | Nov 9, 2016 | S | 14,417 | $97.00 | D | 121,817 | D | |
| Common StockF1 | holding | — | — | — | 8,976 | I | By 401(k) Plan |
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 2009)F2 | $38.705 | Nov 8, 2016 | M | 10,000 | D | Jan 29, 2013 | Jan 28, 2019 | Common Stock | 10,000 | 14,417 | D |
| Option (right to buy, granted 2009)F2 | $38.705 | Nov 9, 2016 | M | 14,417 | D | Jan 29, 2013 | Jan 28, 2019 | Common Stock | 14,417 | 0 | D |
Explanation of responses
- F1Represents 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 November 8, 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.
- F2Reflects 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).