SEC Form 4 · accession 0001225208-19-001591

NORFOLK SOUTHERN CORP · NSC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

James A Squires

Officer — Chairman, President and CEO · Director

Period of report

Jan 28, 2019

Accepted (ET)

Jan 30, 2019 · 6:07 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 Stock^F1	Jan 28, 2019	A	58,859	$0.00	A	108,613	D
Common Stock^F2	Jan 28, 2019	F	25,163	$164.44	D	83,450	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
Option (right to buy, granted 2019)^F5	$164.44	Jan 28, 2019	A	25,820	A	Jan 28, 2023	Jan 27, 2029	Common Stock	25,820	25,820	D
Restricted Stock Units^F6	—	Jan 28, 2019	A	11,930	A	Jan 28, 2020	Jan 28, 2020	Common Stock	11,930	11,930	D

Explanation of responses

F1Represents shares earned by the reporting person under the formula-based performance share feature of 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 28, 2019, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 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 grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).
F6Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 28, 2019, 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.