SEC Form 4 · accession 0001225208-19-001403

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 25, 2019

Accepted (ET)

Jan 29, 2019 · 11:56 am 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 Stock^F1	Jan 25, 2019	M	3,030	$0.00	A	50,737	D
Common Stock^F2	Jan 25, 2019	F	983	$164.01	D	49,754	D
Common Stock^F3	holding	—	—		—	158	I	By 401(k) Plan
Common Stock	holding	—	—		—	5,892	I	By GRATs
Common Stock^F4	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 Units^F5	—	Jan 25, 2019	M	3,030	D	—	—	Common Stock	3,030	9,090	D

Explanation of responses

F1Represents shares earned by the reporting person that were originally granted as restricted stock units on January 25, 2018, 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 25, 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.
F5Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 25, 2018, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date.