SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BIXBY ROBERT PHILIP

(Last) (First) (Middle)
C/O KANSAS CITY LIFE INSURANCE CO
3520 BROADWAY

(Street)
KANSAS CITY MO 64111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY LIFE INSURANCE CO [ KCLI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman of the Board
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, $1.25 par value 12/31/2011 G 2,340 D $0 326,467 D
Common Stock, $1.25 par value 12/31/2011 J(1)(2) 31,860(3)(4) D $0 2,108,328(3)(4)(5) I See(3)(4)(5)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Effective on December 31, 2011, pursuant to the mandatory provisions of the agreement of WEB Interest, Ltd., a Texas partnership (the "Partnership"), the shares of the Issuer's common stock, $1.25 par value ("Common Stock"), owned by the Partnership and attributable to the general and limited partner interests of the Partnership were reallocated such that (a) the Common Stock owned by the Partnership and attributable to the general and Class A and C limited partner interests of the Partnership held by the Walter E. Bixby, Jr. Revocable Trust dated July 28, 1999 ("WEB Jr. Trust"), for which Mr. Bixby serves as a co-trustee, declined by 47,790 shares; (b) the Common Stock owned by the Partnership and attributable to the general partner interest of the Partnership held by Mr. Bixby individually declined by 4 shares,
2. (continue of Footnote 1) and (c) the Common Stock owned by the Partnership and attributable to the Class B limited partner interests of the Partnership held by the GST Robert Philip Bixby Trust and the Issue Trust for Robert Philip Bixby (collectively, the "RPB Trusts"), for which Mr. Bixby serves as the sole trustee, increased by 15,934 shares. Mr. Bixby disclaims beneficial ownership of the shares of Common Stock owned by the Partnership except to the extent of his pecuniary interest therein.
3. Mr. Bixby is a general partner of the Partnership and, in that capacity, shares with the other general partners of the Partnership the power to dispose of all of the 2,358,340 shares of Common Stock owned by the Partnership. The shares reported include 1,936,669 shares of Common Stock owned by the Partnership, which consist of: (a) 1,725,834 shares attributable to the limited and general partner interests of the Partnership held by the WEB Jr. Trust, for which Mr. Bixby serves as a co-trustee, (b) 177 shares attributable to the general partner interest of the Partnership held by Mr. Bixby individually,
4. (continue of Footnote 3) and (c) 210,658 shares attributable to the limited partner interests of the Partnership held by the RPB Trusts, for which Mr. Bixby serves as the sole trustee. Mr. Bixby disclaims beneficial ownership of the shares of Common Stock owned by the Partnership except to the extent of his pecuniary interest therein. The shares reported also include 171,659 shares of the 395,785 shares of Common Stock owned by the Walter E. Bixby Descendents Trust, for which Mr. Bixby serves as a co-trustee. These 171,659 shares are held by that trust for the benefit of Mr. Bixby's children sharing the same household. Mr. Bixby disclaims beneficial ownership of the remaining 224,126 shares held by that trust as he has no pecuniary interest in them.
5. The shares reported do not include any shares of Common Stock owned in any of the Issuer's benefit plans.
A. Craig Mason, Jr., Attorney in Fact for Robert Philip Bixby 02/15/2012
** 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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