Statement of Changes in Beneficial Ownership (4)
January 30 2023 - 04:19PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Nag Nabanita C |
2. Issuer Name and Ticker or Trading
Symbol NORFOLK SOUTHERN CORP [ NSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP & Chief Legal Officer |
(Last)
(First)
(Middle)
650 W PEACHTREE ST NW |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/26/2023
|
(Street)
ATLANTA, GA 30308
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
1/26/2023 |
|
A |
|
101.0000 (1) |
A |
$0.0000 |
456.0000 |
D |
|
Common Stock |
1/26/2023 |
|
F |
|
29.0000 |
D |
$240.4150 |
427.0000 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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
2023) |
$240.4150 |
1/26/2023 |
|
A |
|
6440.0000 |
|
(2) |
1/25/2033 |
Common Stock |
6440.0000 |
(2) |
6440.0000 |
D |
|
Restricted Stock Units |
(3) |
1/26/2023 |
|
A (3) |
|
2080.0000 (3) |
|
(3) |
(3) |
Common Stock |
2080.0000 |
(3) |
4677.0000 |
D |
|
Explanation of
Responses: |
(1) |
Represents 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). |
(2) |
Reports 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). These options will vest ratably in four annual
installments beginning on the first anniversary of the grant
date. |
(3) |
Reports the number of
Restricted Stock Units, exempt under Section 16(b), granted and
credited to the account of the reporting person on January 26,
2023, 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Nag Nabanita C
650 W PEACHTREE ST NW
ATLANTA, GA 30308 |
|
|
EVP & Chief Legal Officer |
|
Signatures
|
Denise Hutson via P.O.A. for Nabanita C.
Nag |
|
1/30/2023 |
**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 control number. |
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