SEC Form 4 · accession 0001225208-18-009812
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
May 22, 2018
Accepted (ET)
May 24, 2018 · 2:15 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 StockF1,F2 | May 22, 2018 | G | 10,150 | $0.00 | D | 46,551 | D | |
| Common StockF3 | May 22, 2018 | G | 5,075 | $0.00 | A | 5,075 | I | By Irrevocable Trust |
| Common StockF3 | May 22, 2018 | G | 5,075 | $0.00 | A | 10,150 | I | By Irrevocable Trust |
| Common StockF4 | holding | — | — | — | 153 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 8,314 | I | By GRATs | |
| Common Stock | holding | — | — | — | 39,964 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the gift of 10,150 shares by reporting person to two irrevocable trusts, where the reporting person's spouse is the trustee. Each of the trusts was established for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F2Excludes 8,314 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.
- F3Represents the shares held by an irrevocable trust established for the benefit of the reporting person's child, where the reporting person's spouse is the trustee. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F4Represents 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 May 22, 2018, 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.