THOMAS C. KELLEHER - 31 Dec 2021 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Director
Signature: Denise W. Hutson via P.O.A. for Thomas C. Kelleher
Issuer symbol: NSC
Transactions as of: 31 Dec 2021
Transactions value $: $33,125
Form type: 4
Filing time: 04 Jan 2022, 13:35:41 UTC
Previous filing: 23 Nov 2021
Next filing: 31 Jan 2022
SEC: View on sec.gov

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	Deferred Stock Units - Dir. Def. Fee Plan	Award	$33,125	+111	+6.95%	$297.71	1,712	31 Dec 2021	Common Stock	111		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 deferred stock units--on the basis of the market value of the Common Stock on the last trading day of each quarter--credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees. These deferred stock units ultimately will be satisfied in cash, not in shares of Common Stock, upon the reporting person's retirement or other termination of services, or at such other time as may be elected under the terms of the Directors' Deferred Fee Plan.

Content

Reports the number of deferred stock units--on the basis of the market value of the Common Stock on the last trading day of each quarter--credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees. These deferred stock units ultimately will be satisfied in cash, not in shares of Common Stock, upon the reporting person's retirement or other termination of services, or at such other time as may be elected under the terms of the Directors' Deferred Fee Plan.