Former CEO / Director Shaw Alan H. exercised 51,325 shares at a strike of $130.01 and sold $13,138,302 worth of shares (51,325 units at $255.98) (SEC Form 4)
$NSC
Railroads
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/13/2024 | M(1) | 20,210 | A | $70.32 | 55,255 | D | |||
| Common Stock | 09/13/2024 | M(1) | 13,220 | A | $120.25 | 68,475 | D | |||
| Common Stock | 09/13/2024 | M(1) | 8,055 | A | $241.18 | 76,530 | D | |||
| Common Stock | 09/13/2024 | M(1) | 3,480 | A | $149.58 | 80,010 | D | |||
| Common Stock | 09/13/2024 | M(1) | 3,400 | A | $165.79 | 83,410 | D | |||
| Common Stock | 09/13/2024 | M(1) | 2,960 | A | $214.5 | 86,370 | D | |||
| Common Stock | 09/13/2024 | S | 51,325 | D | $255.9825 | 35,045 | D | |||
| Common Stock | 1,849.0512 | I | By 401(k) Plan(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (right to buy, granted 2016) | $70.32 | 09/13/2024 | M(1) | 20,210(1) | 01/28/2020 | 01/27/2026 | Common Stock | 20,210 | $255.9825(1) | 0.0000 | D | ||||
| Option (right to buy, granted 2017) | $120.25 | 09/13/2024 | M(1) | 13,220(1) | 01/26/2021 | 01/25/2027 | Common Stock | 13,220 | $255.9825(1) | 0.0000 | D | ||||
| Option (right to buy, granted 2018) | $149.58 | 09/13/2024 | M(1) | 3,480(1) | 01/25/2022 | 01/24/2028 | Common Stock | 3,480 | $255.9825(1) | 0.0000 | D | ||||
| Option (right to buy, granted 2019) | $165.79 | 09/13/2024 | M(1) | 3,400(1) | 01/28/2023 | 01/27/2029 | Common Stock | 3,400 | $255.925(1) | 0.0000 | D | ||||
| Option (right to buy, granted 2020) | $214.5 | 09/13/2024 | M(1) | 2,960(1) | 01/30/2024 | 01/30/2030 | Common Stock | 2,960 | $255.9825(1) | 0.0000 | D | ||||
| Option (right to buy, granted 2023) | $241.18 | 09/13/2024 | M(1) | 8,055 | 01/26/2024 | 01/24/2033 | Common Stock | 8,055 | $255.9825 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. Reflects 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). |
| 2. Represents 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 September 13, 2024, 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. |
| Joseph C. Wolfe via P.O.A. for Alan H. Shaw | 09/30/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||