SEC FORM 4

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

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)
10/15/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2012		G	V	1,750	D	$0	667,706⁽²⁾	D
Common Stock	10/15/2012		J⁽¹⁾		20,324	A	$74.61	688,030⁽²⁾	D
Common Stock								51,100.06⁽³⁾	I	Held by 401(k) and P/S Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽⁴⁾	$12.55							01/16/2003	01/15/2013	Common Stock	15,901		15,901	D
LSAR⁽⁴⁾	$12.55							⁽⁴⁾	⁽⁴⁾	Common Stock	15,901		15,901	D
Employee Stock Option (Right to Buy)⁽⁴⁾	$12.55							01/16/2008	01/15/2013	Common Stock	5,510		5,510	D
LSAR⁽⁴⁾	$12.55							⁽⁴⁾	⁽⁴⁾	Common Stock	5,510		5,510	D
Employee Stock Option (Right to Buy)⁽⁴⁾	$14.6							01/02/2005	01/01/2014	Common Stock	90,000		90,000	D
LSAR⁽⁴⁾	$14.6							⁽⁴⁾	⁽⁴⁾	Common Stock	90,000		90,000	D
Employee Stock Option (Right to Buy)⁽⁴⁾	$14.53							02/09/2004	02/08/2014	Common Stock	13,689		13,689	D
LSAR⁽⁴⁾	$14.53							⁽⁴⁾	⁽⁴⁾	Common Stock	13,689		13,689	D
Employee Stock Option (Right to Buy)	$35.41							03/01/2013⁽⁵⁾	02/29/2020	Common Stock	49,200		49,200	D
Employee Stock Option (Right to Buy)	$52.62							⁽⁶⁾	02/22/2021	Common Stock	15,700		15,700	D
Employee Stock Option (Right to Buy)	$66.99							⁽⁶⁾	02/21/2022	Common Stock	10,611		10,611	D

Explanation of Responses:

1. On October 16, 2008, Mr. Haverty's wife, Mrs. Haverty, established and contributed Kansas City Southern common stock to a grantor retained annuity trust (the "2008 GRAT"). Mr. Haverty does not have a reporting duty for the shares held in the 2008 GRAT under Section 16(a) of the Securities Exchange Act of 1934 because Mrs. Haverty is not the trustee and does not have investment control over the shares. On October 15, 2012, 20,324 shares were distributed from the 2008 GRAT to Mr. & Mrs. Haverty.

2. 8,042 of these shares represent performance shares that were earned on February 22, 2012 when the KCS Compensation and Organization Committee determined that the 2011 performance goals were met. These performance shares will not vest until February 28, 2014. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company.

3. Includes 142.133 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.

4. 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.

5. 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.

6. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.

Remarks:

	Brian P. Banks, Attorney-in-fact	10/16/2012
	** 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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