SEC Form 4 · accession 0001225208-19-001251
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
Jan 23, 2019
Accepted (ET)
Jan 25, 2019 · 1:10 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 StockF1 | Jan 23, 2019 | M | 3,980 | $0.00 | A | 48,812 | D | |
| Common StockF2 | Jan 23, 2019 | F | 1,105 | $164.605 | D | 47,707 | D | |
| Common StockF3 | holding | — | — | — | 156 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 5,892 | I | By GRATs | |
| Common StockF4 | holding | — | — | — | 10,150 | I | By Irrevocable Trust | |
| Common Stock | holding | — | — | — | 34,886 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Jan 23, 2019 | M | 3,980 | D | Jan 23, 2019 | Jan 23, 2019 | Common Stock | 3,980 | 0 | D |
Explanation of responses
- F1Represents shares earned by the reporting person that were originally granted as restricted stock units on January 23, 2014, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).
- F2Excludes 5,892 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 January 23, 2019, 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.
- F4Represents 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 theses securities for purposes of Section 16 or for any other purpose.