SEC Form 4 · accession 0001225208-19-001592
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
Cynthia C Earhart
Officer — Exec. VP Finance and CFO
Period of report
Jan 28, 2019
Accepted (ET)
Jan 30, 2019 · 6:08 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 28, 2019 | A | 11,278 | $0.00 | A | 13,139 | D | |
| Common Stock | Jan 28, 2019 | F | 4,296 | $164.44 | D | 8,843 | D | |
| Common Stock | holding | — | — | — | 51,384 | I | By Revocable Trust | |
| Common Stock | holding | — | — | — | 322 | I | Owned by a person whose ownership may be attributed to the Executive Officer |
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)F2 | $164.44 | Jan 28, 2019 | A | 3,840 | A | Jan 28, 2023 | Jan 27, 2029 | Common Stock | 3,840 | 3,840 | D |
| Restricted Stock UnitsF3 | — | Jan 28, 2019 | A | 3,190 | A | Jan 28, 2020 | Jan 28, 2020 | Common Stock | 3,190 | 3,190 | 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).
- F2Reports 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).
- F3Reports 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.