| 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) 04/30/2008 | ||||||||||||||||||||||||||
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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 | 04/30/2008 | M | 10,000 | A | $12.97 | 35,056(5) | D | |||
| Commont Stock | 04/30/2008 | S | 8,000 | D | $44.04 | 27,056(5) | D | |||
| Common Stock | 04/30/2008 | S | 1,900 | D | $44.06 | 25,156(5) | D | |||
| Common Stock | 04/30/2008 | S | 100 | D | $44.13 | 25,056(5) | D | |||
| Common Stock | 0.795 | I | By ESOP(4) | |||||||
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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 | ||||||||
| Option (Right to Buy)(1) | $12.97 | 04/30/2008 | M(6) | 10,000 | 09/10/2002 | 09/09/2011 | Common Stock | 10,000 | $0 | 5,000 | D | ||||
| LSAR(1) | $12.97 | 04/30/2008 | J(6) | 10,000 | (1) | (1) | Common Stock | 10,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(1) | $12.55 | (2) | 01/15/2013 | Common Stock | 797 | 797 | D | ||||||||
| LSAR(1) | $12.55 | (1) | (1) | Common Stock | 797 | 797 | D | ||||||||
| Option (Right to Buy)(1) | $12.55 | 01/16/2008 | 01/15/2013 | Common Stock | 15,000 | 15,000 | D | ||||||||
| LSAR(1) | $12.55 | (1) | (1) | Common Stock | 15,000 | 15,000 | D | ||||||||
| Option (Right to Buy)(1) | $14.6 | 01/02/2005 | 01/01/2014 | Common Stock | 8,000 | 8,000 | D | ||||||||
| LSAR(1) | $14.6 | (1) | (1) | Common Stock | 8,000 | 8,000 | D | ||||||||
| Option (Right to Buy)(1) | $14.53 | (3) | 02/08/2014 | Common Stock | 813 | 813 | D | ||||||||
| LSAR(1) | $14.53 | (1) | (1) | Common Stock | 813 | 813 | D | ||||||||
| Explanation of Responses: |
| 1. Limited Stock Appreciation Rights ("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. These options are exercisable in installments: 160 on June 23, 2003, 160 on June 23, 2004, 160 on June 23, 2005 and 317 on June 23, 2006. |
| 3. These options are exercisable in installments: 162 on February 9, 2004, 163 on June 23, 2004, 162 on June 23, 2005 and 326 on June 23, 2006. |
| 4. 0.795 shares have accrued to the reporting person's account under the KCS Employee Stock Ownership Plan. |
| 5. Includes 2,003 performance shares that were earned on February 28, 2008 when the KCS Compensation and Organization Committee determined that the 2007 performance goals were met. These performance shares will not vest until January 17, 2010 contingent upon continued employment by the reporting person through that date. 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. |
| 6. Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares. |
| Remarks: |
| Brian P. Banks, Attorney-in-fact | 05/01/2008 | |
| ** 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. | ||