0001062993-21-012940.txt : 20211215
0001062993-21-012940.hdr.sgml : 20211215
20211215165230
ACCESSION NUMBER: 0001062993-21-012940
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211214
FILED AS OF DATE: 20211215
DATE AS OF CHANGE: 20211215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ERDMAN WARREN K
CENTRAL INDEX KEY: 0001224125
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04717
FILM NUMBER: 211494788
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KANSAS CITY SOUTHERN
CENTRAL INDEX KEY: 0000054480
STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011]
IRS NUMBER: 440663509
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 427 W 12TH STREET
CITY: KANSAS CITY
STATE: MO
ZIP: 64105
BUSINESS PHONE: 8169831360
MAIL ADDRESS:
STREET 1: 427 W 12TH STREET
CITY: KANSAS CITY
STATE: MO
ZIP: 64105
FORMER COMPANY:
FORMER CONFORMED NAME: KANSAS CITY SOUTHERN INDUSTRIES INC
DATE OF NAME CHANGE: 19920703
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2021-12-14
1
0000054480
KANSAS CITY SOUTHERN
KSU
0001224125
ERDMAN WARREN K
PO BOX 219335
KANSAS CITY
MO
64121-9335
0
1
0
0
Executive Vice President
Common Stock
2021-10-29
5
G
0
E
50
0
D
56488
D
Common Stock
2021-12-10
5
G
0
E
2500
0
D
53988
D
Common Stock
2021-12-14
4
F
0
692
290.71
D
53296
D
Common Stock
2021-12-14
4
D
0
53296
D
0
D
Common Stock
2021-12-14
4
D
0
1078.2470
D
0
I
Held by 401(k) & P/S Plan
Employee Stock Option (Right to Buy)
97.77
2021-12-14
4
D
0
2620
D
2023-02-20
Common Stock
2620
0
D
Employee Stock Option (Right to Buy)
94.23
2021-12-14
4
D
0
2777
D
2024-02-19
Common Stock
2777
0
D
Employee Stock Option (Right to Buy)
119.35
2021-12-14
4
D
0
2668
D
2025-02-17
Common Stock
2668
0
D
Employee Stock Option (Right to Buy)
82.71
2021-12-14
4
D
0
5233
D
2026-02-18
Common Stock
5233
0
D
Employee Stock Option (Right to Buy)
86.89
2021-12-14
4
D
0
4916
D
2027-02-16
Common Stock
4916
0
D
Employee Stock Option (Right to Buy)
105.83
2021-12-14
4
D
0
4219
D
2028-03-05
Common Stock
4219
0
D
Employee Stock Option (Right to Buy)
110.13
2021-12-14
4
D
0
4153
D
2029-03-04
Common Stock
4153
0
D
Employee Stock Option (Right to Buy)
171.86
2021-12-14
4
D
0
3404
D
2030-02-06
Common Stock
3404
0
D
Employee Stock Option (Right to Buy)
211.1
2021-12-14
4
D
0
2426
D
2031-02-02
Common Stock
2426
0
D
Pursuant to the Agreement and Plan of Merger, dated as of September 15, 2021 (as amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among Canadian Pacific Railway Limited, a Canadian corporation (CP), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of CP (Surviving Merger Sub), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub and Kansas City Southern, a Delaware corporation (KCS), each outstanding share of KCS common stock, par value $0.01 (Common Stock), was converted into the right to receive (a) 2.884 of newly issued shares of CP common stock, without par value (such consideration, the Share Consideration) and (b) $90.00 in cash (together with the Share Consideration, the Merger Consideration). Holders of record of Common Stock will receive cash in lieu of fractional shares.
These shares were withheld for taxes in connection with the vesting of restricted share awards. Pursuant to the Merger Agreement, each outstanding award of shares of Common Stock granted subject to any vesting, forfeiture or other lapse restrictions (each, a Restricted Share Award) granted prior to March 21, 2021 became fully vested and was converted into the right to receive (i) the Merger Consideration in respect of each share of Common Stock subject to such Restricted Share Award and (ii) the accrued but unpaid cash dividends corresponding to each share of Common Stock subject to such Restricted Share Award, less applicable tax withholding. All of the reporting persons Restricted Share Awards were granted before March 21, 2021.
Includes 1.868 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.
Pursuant to the Merger Agreement, each outstanding KCS stock option, whether vested or unvested, became fully vested and was converted into the right to receive an amount of cash equal to (i) the excess, if any of (A) the value of the Merger Consideration ($301.20) over (B) the per share exercise price of such option multiplied by (ii) the total number of shares of KCS common stock subject to such option, less applicable tax withholding.
Julie D. Powell, Attorney-in-fact
2021-12-15