Warren K Erdman

Filed: 5 Sep 19, 5:10pm
SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*

PO BOX 219335


2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. 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)
CodeVAmount(A) or (D)Price
Common Stock09/04/2019M7,600A$35.4153,828(1)D
Common Stock09/04/2019S6,840D$127.3856(2)46,988D
Common Stock1,055.004(3)IHeld by 401(k) & P/S Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$35.4109/04/2019M7,600(4)02/29/2020Common Stock7,600$03,800D
Employee Stock Option (Right to Buy)$52.62(5)02/22/2021Common Stock4,9804,980D
Employee Stock Option (Right to Buy)$66.99(5)02/21/2022Common Stock3,3623,362D
Employee Stock Option (Right to Buy)$97.77(5)02/20/2023Common Stock2,6202,620D
Employee Stock Option (Right to Buy)$94.23(5)02/19/2024Common Stock2,7772,777D
Employee Stock Option (Right to Buy)$119.35(5)02/17/2025Common Stock2,6682,668D
Employee Stock Option (Right to Buy)$82.71(5)02/18/2026Common Stock5,2335,233D
Employee Stock Option (Right to Buy)$86.89(5)02/16/2027Common Stock4,9164,916D
Employee Stock Option (Right to Buy)$105.83(5)03/05/2028Common Stock4,2194,219D
Employee Stock Option (Right to Buy)$110.13(5)03/04/2029Common Stock4,1534,153D
Explanation of Responses:
1. Includes 259 shares acquired on June 28, 2019 through the KCS Employee Stock Purchase Plan.
2. The price in Column 4 is a weighted average price. The prices actually received ranged from $127.02 to $127.8150. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
3. Includes 2.7940 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.
4. Prior to March 1, 2013, this option may become exercisable in 1/3 increments if the daily closing price of Kansas City Southern's common stock on the New York Stock Exchange is greater than or equal to $38.95, $42.85, and $47.14, respectively, for at least 30 consecutive trading days. The first target was met and 3,800 of these options became exercisable on November 19, 2010. The second target was met and 3,800 of these options became exercisable on December 8, 2010. The third target was met and 3,800 of these options became exercisable on January 7, 2011.
5. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.
Adam J. Godderz09/05/2019
** Signature of Reporting PersonDate
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.
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