SEC Form 4 · accession 0001225208-19-002512
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
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 1:19 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 | Feb 12, 2019 | M | 1,761 | $104.23 | A | 19,724 | D | |
| Common StockF2 | Feb 12, 2019 | S | 4,761 | $180.2346 | D | 14,963 | D | |
| Common StockF3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy, granted 2015)F1 | $104.23 | Feb 12, 2019 | M | 1,761 | D | Jan 27, 2019 | Jan 26, 2025 | Common Stock | 1,761 | 959 | D |
Explanation of responses
- F1Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.21 to $180.28, inclusive.
- 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 February 12, 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.