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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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*
HAVERTY MICHAEL R

(Last) (First) (Middle)
KANSAS CITY SOUTHERN
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2011
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 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 10/31/2011 M 13,207 A $13.42 603,606 D
Common Stock 10/31/2011 M 58,790 A $12.55 662,396 D
Common Stock 10/31/2011 F 39,230(4) D $65.0945 623,166 D
Common Stock 20,677.812 I Held by 401(k) and P/S Plan
Common Stock 29,745.961 I Held by ESOP
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)(1) $13.42 10/31/2011 M(5) 13,207 02/06/2002 02/05/2012 Common Stock 13,207 $0 0 D
LSAR(1) $13.42 10/31/2011 J(5) 13,207 (1) (1) Common Stock 13,207 $0 0 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 10/31/2011 M(5) 58,790 01/16/2008 01/15/2013 Common Stock 58,790 $0 31,210 D
LSAR(1) $12.55 10/31/2011 J(5) 58,790 (1) (1) Common Stock 58,790 $0 31,210 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
Employee Stock Option (Right to Buy) $52.62 (3) 02/22/2021 Common Stock 15,700 15,700 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. The first target was met and 16,400 of these options became exercisable on November 19, 2010. The second target was met and 16,400 of these options became exercisable on December 8, 2010. The third target was met and 16,400 of these options became exercisable on January 7, 2011.
3. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.
4. Of these shares, 14,056 shares were surrendered to pay the option price and 25,174 shares were withheld to pay taxes for the reporting person's employee stock option exercise.
5. Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares.
Remarks:
Brian P. Banks, Attorney-in-fact 11/01/2011
** 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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