Lorri J. Kleine - Jan 25, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: SVP & Chief Legal Officer
Signature: /s/ Lorri J. Kleine
Stock symbol: NSC
Transactions as of: Jan 25, 2022
Transactions value $: -$34,618
Form type: 4
Date filed: 1/27/2022, 04:11 PM
Previous filing: Jan 19, 2022
Next filing: Jan 31, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+165	+11.42%	$0.00	1.61K	Jan 25, 2022	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$12.5K	-46	-2.86%	$271.73	1.56K	Jan 25, 2022	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+290	+18.54%	$0.00	1.85K	Jan 26, 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$22.1K	-81	-4.37%	$273.06	1.77K	Jan 26, 2022	Direct
holding	NSC	Common Stock						1.42K	Jan 25, 2022	By 401(k) Plan	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NSC	Restricted Stock Units	Options Exercise		-165	-100%		0	Jan 25, 2022	Common Stock	165		Direct	F1
transaction	NSC	Restricted Stock Units	Options Exercise		-290	-100%		0	Jan 26, 2022	Common Stock	290		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reports 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 ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the fourth of four installments.
F2	Represents shares earned by the reporting person that were originally granted as restricted stock units on January 26, 2017, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).
F3	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 January 26, 2022, to have been credited to thereporting 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 timesand at various prices.