SEC Form 4 · accession 0001225208-17-016638
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
Oct 26, 2017
Accepted (ET)
Oct 30, 2017 · 9:41 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 Stock | Oct 26, 2017 | M | 3,568 | $69.83 | A | 15,837 | D | |
| Common StockF1 | Oct 26, 2017 | S | 3,568 | $133.0039 | D | 12,269 | D | |
| Common StockF2 | holding | — | — | — | 29 | 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 2013)F3 | $69.83 | Oct 26, 2017 | M | 3,568 | D | Jan 24, 2017 | Jan 23, 2023 | Common Stock | 3,568 | 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 $132.90 to $133.06, inclusive.
- 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 October 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.
- 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).