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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY SOUTHERN [ KSU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/29/2010 | G | V | 48,924 | D | $0 | 741,916 | D | ||
Common Stock | 04/30/2010 | G | V | 24,211 | D | $0 | 717,705 | D | ||
Common Stock | 05/03/2010 | G | V | 24,036 | D | $0 | 693,669 | D | ||
Common Stock | 06/16/2010 | G | V | 4,947 | D | $0 | 688,722 | D | ||
Common Stock | 08/06/2010 | G | V | 132,450 | D | $0 | 556,272 | D | ||
Common Stock | 11/05/2010 | M | 12,363 | A | $14.34 | 568,635 | D | |||
Common Stock | 11/05/2010 | F | 7,554(6) | D | $45.92 | 561,081 | D | |||
Common Stock | 66,979 | I | Held by spouse | |||||||
Common Stock | 19,753.42(3) | I | Held by 401(k) and P/S Plan | |||||||
Common Stock | 29,746.962(4) | I | Held by ESOP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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)(1) | $14.34 | 11/05/2010 | M(5) | 12,363 | 02/27/2001 | 02/26/2011 | Common Stock | 12,363 | $0 | 0 | D | ||||
LSAR(1) | $14.34 | 11/05/2010 | J(5) | 12,363 | (1) | (1) | Common Stock | 12,363 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy)(1) | $13.42 | 02/06/2002 | 02/05/2012 | Common Stock | 13,207 | 13,207 | D | ||||||||
LSAR(1) | $13.42 | (1) | (1) | Common Stock | 13,207 | 13,207 | D | ||||||||
Employee Stock Option (Right to Buy)(1) | $12.55 | 01/16/2003 | 01/15/2013 | Common Stock | 15,901 | 15,901 | D | ||||||||
LSAR(1) | $12.55 | (1) | (1) | Common Stock | 15,901 | 15,901 | D | ||||||||
Employee Stock Option (Right to Buy)(1) | $12.55 | 01/16/2008 | 01/15/2013 | Common Stock | 90,000 | 90,000 | D | ||||||||
LSAR(1) | $12.55 | (1) | (1) | Common Stock | 90,000 | 90,000 | D | ||||||||
Employee Stock Option (Right to Buy)(1) | $14.6 | 01/02/2005 | 01/01/2014 | Common Stock | 90,000 | 90,000 | D | ||||||||
LSAR(1) | $14.6 | (1) | (1) | Common Stock | 90,000 | 90,000 | D | ||||||||
Employee Stock Option (Right to Buy)(1) | $14.53 | 02/09/2004 | 02/08/2014 | Common Stock | 13,689 | 13,689 | D | ||||||||
LSAR(1) | $14.53 | (1) | (1) | Common Stock | 13,689 | 13,689 | D | ||||||||
Employee Stock Option (Right to Buy) | $35.41 | 03/01/2013(2) | 02/29/2020 | Common Stock | 49,200 | 49,200 | D |
Explanation of Responses: |
1. LSARs are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated. |
2. 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. |
3. Includes 494.905 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report. |
4. Includes 0.463 shares acquired under the KCS Employee Stock Ownership Plan since the date of the reporting person's last ownership report. |
5. Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares. |
6. Of these shares, 3,860 shares were surrendered to pay the option price and 3,694 shares were withheld to pay taxes in the reporting person's employee stock option exercise. |
Remarks: |
Brian P. Banks, Attorney-in-fact | 11/09/2010 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |