X0306 4 2014-10-28 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 2014-10-28 4 M 0 20000 34.11 A 79526.453 D Common Stock 2014-10-28 4 S 0 20000 121.4018 D 59526.453 D Common Stock 17580.473 I Held by 401(k) & P/S Plan Employee Stock Option (Right to Buy) 34.11 2014-10-28 4 M 0 20000 0 D 2012-02-23 2017-02-22 Common Stock 20000 2500 D LSAR 34.11 2014-10-28 4 J 0 20000 0 D Common Stock 20000 2500 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 2024-02-19 Common Stock 1720 1720 D Includes 87 shares acquired on June 30, 2014 through the KCS Employee Stock Purchase Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.40 to $121.46, inclusive. The reporting person undertakes to provide to Kansas City Southern, any security holder of Kansas City Southern, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes 124.108 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report. Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares. 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 2014-10-29