Statement of Changes in Beneficial Ownership (4)
15 Dezembro 2021 - 06:46PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction
1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * MCDONNELL THOMAS
A |
2. Issuer Name and Ticker or Trading
Symbol KANSAS CITY SOUTHERN [ KSU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
PO BOX 219335 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/14/2021
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|
(Street)
KANSAS CITY, MO 64121-9335
(City)
(State)
(Zip)
|
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 |
10/26/2021 |
|
G |
V |
16771 |
D |
$0 |
51922 (2) |
D |
|
|
Common Stock |
12/14/2021 |
|
M |
|
32 |
A |
(3) |
51954 |
D |
|
|
Common Stock |
12/14/2021 |
|
D |
|
51954 |
D |
(1) |
0 |
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 |
|
Dividend Equivalent Right |
(3) |
12/14/2021 |
|
M |
|
|
32.7989 |
(3) |
(3) |
Common Stock |
32.7989 |
(3) |
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) |
1,728 of these shares
represent Deferred Stock that was issued to the reporting person
pursuant to the Kansas City Southern Non-Management Director
Deferred Stock Award Program in lieu of retainer fees. The
reporting person has no voting rights and is entitled to receive
Dividend Equivalents with respect to this Deferred
Stock. |
| (3) |
Settlement of dividend
equivalent rights in connection with payment of 1,728 of the
reporting person's deferred shares on December 14, 2021. The rights
accrued when and as dividends were paid on Kansas City Southern
(KCS) common stock and became payable proportionately with the
deferred shares to which they related. Each dividend equivalent is
the economic equivalent of one share of KCS common stock. The
fractional share was paid in cash. Pursuant to the Merger
Agreement, each share of director deferred stock (each, a Director
Deferred Share) was converted into the right to receive the Merger
Consideration, less applicable tax withholding. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
MCDONNELL THOMAS A
PO BOX 219335
KANSAS CITY, MO 64121-9335 |
X |
|
|
|
Signatures
|
|
Julie D. Powell, Attorney-In-Fact |
|
12/15/2021 |
| **Signature of Reporting
Person |
Date |
Kansas City Southern (NYSE:KSU)
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