SEC Form 4 · accession 0001225208-17-002026
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Wheeler
Officer — EVP & Chief Operating Officer
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 4:32 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 26, 2017 | A | 1,092 | $0.00 | A | 11,096 | D | |
| Common StockF2 | Jan 26, 2017 | M | 950 | $0.00 | A | 12,046 | D | |
| Common Stock | Jan 26, 2017 | F | 359 | $120.245 | D | 11,687 | D | |
| Common Stock | Jan 26, 2017 | F | 365 | $120.245 | D | 11,322 | D | |
| Common StockF3 | holding | — | — | — | 28 | I | By 401k |
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 2017)F4 | $120.25 | Jan 26, 2017 | A | 15,070 | A | Jan 26, 2021 | Jan 25, 2027 | Common Stock | 15,070 | 15,070 | D |
| Restricted Stock UnitsF2 | — | Jan 26, 2017 | M | 950 | D | Jan 26, 2017 | Jan 26, 2017 | Common Stock | 950 | 0 | D |
| Restricted Stock UnitsF5 | — | Jan 26, 2017 | A | 2,030 | A | Jan 26, 2022 | Jan 26, 2022 | Common Stock | 2,030 | 2,030 | 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)
- F2Represents shares earned by the reporting person that were originally granted as restricted stock units on January 26, 2012, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).
- 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 26, 2017, 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 26, 2017, 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 26, 2022.