Claude E. Elkins - Jan 31, 2022 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Marketing Officer
Signature: Denise W. Hutson via POA for Claude E Elkins
Stock symbol: NSC
Transactions as of: Jan 31, 2022
Transactions value $: -$25,447
Form type: 4
Date filed: 2/1/2022, 07:54 PM
Previous filing: Jan 31, 2022
Next filing: Jan 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+222	+23.22%	$0.00	1.18K	Jan 31, 2022	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+115	+9.76%	$0.00	1.29K	Jan 31, 2022	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$8.66K	-32	-2.47%	$270.71	1.26K	Jan 31, 2022	Direct
transaction	NSC	Common Stock	Tax liability	-$16.8K	-62	-4.92%	$270.71	1.2K	Jan 31, 2022	Direct
holding	NSC	Common Stock						125	Jan 31, 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		-115	-100%		0	Jan 31, 2022	Common Stock	115		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-222	-33.23%		446	Jan 31, 2022	Common Stock	222		Direct	F1

* 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 30, 2020, 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 second of four installments.
F2	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2020, 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 two annual installments beginning on the first anniversary of the grant date. This distribution represents the second of two installments.
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 31, 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.