X0306 4 2013-02-21 0000054480 KANSAS CITY SOUTHERN KSU 0001437912 Starling David L KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY MO 64121-9335 1 1 0 0 President & CEO Common Stock 2013-02-21 4 A 0 18424 0 A 124936 D Employee Stock Option (Right to Buy) 51.55 2013-07-30 2018-07-29 Common Stock 3880 3880 D LSAR 51.55 Common Stock 3880 3880 D Employee Stock Option (Right to Buy) 35.41 2013-03-01 2020-02-29 Common Stock 20600 20600 D Employee Stock Option (Right to Buy) 52.62 2021-02-22 Common Stock 21900 21900 D Employee Stock Option (Right to Buy) 66.99 2022-02-21 Common Stock 16447 16447 D Employee Stock Option (Right to Buy) 97.77 2013-02-21 4 A 0 13068 0 A 2023-02-20 Common Stock 13068 13068 D 11,600 of these shares represent performance shares that were earned on February 21, 2013 when the KCS Compensation and Organization Committee determined that the 2012 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. 11,194 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. Includes 106 shares acquired on December 31, 2012 through the KCS Employee Stock Purchase Plan. 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. 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 6,867 of these options became exercisable on November 19, 2010. The second target was met and 6,867 of these options became exercisable on December 8, 2010. The third target was met and 6,866 of these options became exercisable on January 7, 2011. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant. Adam J. Godderz, Attorney-in-fact 2013-02-25