SEC Form 4 · accession 0001225208-17-014085
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Squires
Officer — Chairman, President and CEO · Director
Period of report
Aug 15, 2017
Accepted (ET)
Aug 16, 2017 · 2:22 pm 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 Stock | Aug 15, 2017 | M | 24,407 | $47.76 | A | 76,481 | D | |
| Common StockF1,F2 | Aug 15, 2017 | S | 24,407 | $119.95 | D | 52,074 | D | |
| Common StockF3 | holding | — | — | — | 153 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 18,314 | I | By GRATs | |
| Common Stock | holding | — | — | — | 42,399 | I | By Spouse |
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)F4 | $47.76 | Aug 15, 2017 | M | 24,407 | D | Jan 29, 2014 | Jan 28, 2020 | Common Stock | 24,407 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.95 to $119.96, inclusive.
- F2Excludes 18,314 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 August 15, 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.
- F4Reflects 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).