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Kansas City Southern (KSU)

Filed: 15 Dec 21, 4:52pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
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*
ERDMAN WARREN K

(Last) (First) (Middle)
PO BOX 219335

(Street)
KANSAS CITY MO 64121-9335

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY SOUTHERN [ KSU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
Common Stock 10/29/2021 G V 50 D $0 56,488 D
Common Stock 12/10/2021 G V 2,500 D $0 53,988 D
Common Stock 12/14/2021 F 692(2) D $290.71 53,296 D
Common Stock 12/14/2021 D 53,296 D (1) 0 D
Common Stock 12/14/2021 D 1,078.247(3) D (1) 0 I Held 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 Security 3. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $97.77 12/14/2021 D 2,620 (4) 02/20/2023 Common Stock 2,620 (4) 0 D
Employee Stock Option (Right to Buy) $94.23 12/14/2021 D 2,777 (4) 02/19/2024 Common Stock 2,777 (4) 0 D
Employee Stock Option (Right to Buy) $119.35 12/14/2021 D 2,668 (4) 02/17/2025 Common Stock 2,668 (4) 0 D
Employee Stock Option (Right to Buy) $82.71 12/14/2021 D 5,233 (4) 02/18/2026 Common Stock 5,233 (4) 0 D
Employee Stock Option (Right to Buy) $86.89 12/14/2021 D 4,916 (4) 02/16/2027 Common Stock 4,916 (4) 0 D
Employee Stock Option (Right to Buy) $105.83 12/14/2021 D 4,219 (4) 03/05/2028 Common Stock 4,219 (4) 0 D
Employee Stock Option (Right to Buy) $110.13 12/14/2021 D 4,153 (4) 03/04/2029 Common Stock 4,153 (4) 0 D
Employee Stock Option (Right to Buy) $171.86 12/14/2021 D 3,404 (4) 02/06/2030 Common Stock 3,404 (4) 0 D
Employee Stock Option (Right to Buy) $211.1 12/14/2021 D 2,426 (4) 02/02/2031 Common Stock 2,426 (4) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of September 15, 2021 (as amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among Canadian Pacific Railway Limited, a Canadian corporation (CP), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of CP (Surviving Merger Sub), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub and Kansas City Southern, a Delaware corporation (KCS), each outstanding share of KCS common stock, par value $0.01 (Common Stock), was converted into the right to receive (a) 2.884 of newly issued shares of CP common stock, without par value (such consideration, the Share Consideration) and (b) $90.00 in cash (together with the Share Consideration, the Merger Consideration). Holders of record of Common Stock will receive cash in lieu of fractional shares.
2. These shares were withheld for taxes in connection with the vesting of restricted share awards. Pursuant to the Merger Agreement, each outstanding award of shares of Common Stock granted subject to any vesting, forfeiture or other lapse restrictions (each, a Restricted Share Award) granted prior to March 21, 2021 became fully vested and was converted into the right to receive (i) the Merger Consideration in respect of each share of Common Stock subject to such Restricted Share Award and (ii) the accrued but unpaid cash dividends corresponding to each share of Common Stock subject to such Restricted Share Award, less applicable tax withholding. All of the reporting persons Restricted Share Awards were granted before March 21, 2021.
3. Includes 1.868 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.
4. Pursuant to the Merger Agreement, each outstanding KCS stock option, whether vested or unvested, became fully vested and was converted into the right to receive an amount of cash equal to (i) the excess, if any of (A) the value of the Merger Consideration ($301.20) over (B) the per share exercise price of such option multiplied by (ii) the total number of shares of KCS common stock subject to such option, less applicable tax withholding.
Julie D. Powell, Attorney-in-fact 12/15/2021
** 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).
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