SEC Form 4 · accession 0001225208-18-009143
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia C Earhart
Officer — Exec. VP and CFO
Period of report
May 10, 2018
Accepted (ET)
May 11, 2018 · 3:28 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 | May 10, 2018 | M | 2,607 | $62.745 | A | 6,588 | D | |
| Common Stock | May 10, 2018 | S | 2,607 | $150.961 | D | 3,981 | D | |
| Common StockF2 | May 10, 2018 | S | 3,981 | $150.9129 | D | 0 | D | |
| Common Stock | holding | — | — | — | 51,384 | I | By Revocable Trust | |
| Common Stock | holding | — | — | — | 322 | I | Owned by a person whose ownership may be attributed to the Executive Officer |
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 2011)F1 | $62.745 | May 10, 2018 | M | 2,607 | D | Jan 27, 2015 | Jan 26, 2021 | Common Stock | 2,607 | 1,593 | D |
Explanation of responses
- F1Reflects 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).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.87 to $151.03, inclusive.