SEC Form 4 · accession 0001225208-19-001404
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
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 StockF1 | Jan 25, 2019 | M | 927 | $0.00 | A | 10,860 | D | |
| Common Stock | Jan 25, 2019 | F | 258 | $164.01 | D | 10,602 | D | |
| Common StockF2 | holding | — | — | — | 30 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | — | Jan 25, 2019 | M | 927 | D | — | — | Common Stock | 927 | 2,783 | 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).
- 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 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.
- F3Reports 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.