Statement of Changes in Beneficial Ownership (4)
15 Dezembro 2021 - 06:55PM
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 |
|
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 * Del Cueto Cuevas Oscar
Augusto |
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)
President & Exec Rep of Sub |
|
(Last)
(First)
(Middle)
427 W. 12TH STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/14/2021
|
|
(Street)
KANSAS CITY, MO 64105
(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 |
12/14/2021 |
|
F |
|
145 (2) |
D |
$290.71 |
6360 |
D |
|
|
Common Stock |
12/14/2021 |
|
D |
|
6360 |
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 |
|
Employee Stock Option (Right to
Buy) |
$97.77 |
12/14/2021 |
|
D |
|
|
955 |
(3) |
2/20/2023 |
Common Stock |
955 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$94.23 |
12/14/2021 |
|
D |
|
|
1018 |
(3) |
2/19/2024 |
Common Stock |
1018 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$119.35 |
12/14/2021 |
|
D |
|
|
976 |
(3) |
2/17/2025 |
Common Stock |
976 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$82.71 |
12/14/2021 |
|
D |
|
|
1316 |
(3) |
2/18/2026 |
Common Stock |
1316 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$86.89 |
12/14/2021 |
|
D |
|
|
601 |
(3) |
2/16/2027 |
Common Stock |
601 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$105.83 |
12/14/2021 |
|
D |
|
|
674 |
(3) |
3/5/2028 |
Common Stock |
674 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$110.13 |
12/14/2021 |
|
D |
|
|
894 |
(3) |
3/4/2029 |
Common Stock |
894 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$171.86 |
12/14/2021 |
|
D |
|
|
738 |
(3) |
2/6/2030 |
Common Stock |
738 |
(3) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$211.1 |
12/14/2021 |
|
D |
|
|
589 |
(3) |
2/2/2031 |
Common Stock |
589 |
(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) |
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) |
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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Del Cueto Cuevas Oscar Augusto
427 W. 12TH STREET
KANSAS CITY, MO 64105 |
|
|
President & Exec Rep of Sub |
|
Signatures
|
|
Julie D. Powell, Attorney-in-fact |
|
12/15/2021 |
| **Signature of Reporting
Person |
Date |
Kansas City Southern (NYSE:KSU)
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Kansas City Southern (NYSE:KSU)
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