SEC Form 4/A · accession 0001225208-17-002357
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
James A Hixon
Other
Period of report
Jan 26, 2017
Accepted (ET)
Feb 3, 2017 · 6:06 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 Stock | Jan 26, 2017 | M | 24,407 | $47.76 | A | 146,224 | D | |
| Common StockF1 | Jan 26, 2017 | A | 6,187 | $0.00 | A | 152,411 | D | |
| Common StockF2 | Jan 26, 2017 | M | 3,000 | $0.00 | A | 155,411 | D | |
| Common Stock | Jan 26, 2017 | M | 1,432 | $69.83 | A | 156,843 | D | |
| Common Stock | Jan 26, 2017 | M | 1,061 | $94.17 | A | 157,904 | D | |
| Common Stock | Jan 26, 2017 | M | 959 | $104.23 | A | 158,863 | D | |
| Common Stock | Jan 26, 2017 | F | 1,431 | $120.245 | D | 157,432 | D | |
| Common Stock | Jan 26, 2017 | F | 2,952 | $120.245 | D | 154,480 | D | |
| Common Stock | Jan 26, 2017 | S | 24,407 | $120.6708 | D | 130,073 | D |
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 2010)F3 | $47.76 | Jan 26, 2017 | M | 24,407 | D | Jan 29, 2014 | Jan 28, 2020 | Common Stock | 24,407 | 0 | D |
| Option (right to buy, granted 2013)F3 | $69.83 | Jan 26, 2017 | M | 1,432 | D | Jan 24, 2017 | Jan 23, 2023 | Common Stock | 1,432 | 22,568 | D |
| Option (right to buy, granted 2014)F3 | $94.17 | Jan 26, 2017 | M | 1,061 | D | Jan 23, 2018 | Jan 22, 2024 | Common Stock | 1,061 | 15,339 | D |
| Option (right to buy, granted 2015)F3 | $104.23 | Jan 26, 2017 | M | 959 | D | Jan 27, 2019 | Jan 26, 2025 | Common Stock | 959 | 15,181 | D |
| Restricted Stock UnitsF2 | — | Jan 26, 2017 | M | 3,000 | D | Jan 26, 2017 | Jan 26, 2017 | Common Stock | 3,000 | 0 | 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).
- 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).
Remarks
Mr. Hixon retired from Norfolk Southern Corporation effective December 1, 2016.