X0306 4 2014-02-20 0000054480 KANSAS CITY SOUTHERN KSU 0001382924 Wochner William J KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY MO 64121-9335 0 1 0 0 Sr VP & Chief Legal Officer Common Stock 2014-02-20 4 A 0 1710 0 A 61052.453 D Common Stock 17456.365 I Held by 401(k) & P/S Plan Employee Stock Option (Right to Buy) 34.11 2012-02-23 2017-02-22 Common Stock 22500 22500 D LSAR 34.11 Common Stock 22500 22500 D Employee Stock Option (Right to Buy) 35.41 2013-03-01 2020-02-29 Common Stock 6800 6800 D Employee Stock Option (Right to Buy) 52.62 2021-02-22 Common Stock 2830 2830 D Employee Stock Option (Right to Buy) 66.99 2022-02-21 Common Stock 2037 2037 D Employee Stock Option (Right to Buy) 97.77 2023-02-20 Common Stock 1618 1618 D Employee Stock Option (Right to Buy) 94.23 2014-02-20 4 A 0 1720 0 A 2024-02-19 Common Stock 1720 1720 D 723 of these shares represent performance shares that were earned on February 20, 2014 when the KCS Compensation and Organization Committee determined that the 2013 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. 1,500 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. 1,447 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 105 shares acquired on June 28, 2013 and 83 shares acquired on December 31, 2013 through the KCS Employee Stock Purchase Plan. Includes 103.017 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report. 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 2,267 of these options became exercisable on November 19, 2010. The second target was met and 2,267 of these options became exercisable on December 8, 2010. The third target was met and 2,266 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 2014-02-24