0001062993-21-012941.txt : 20211215 0001062993-21-012941.hdr.sgml : 20211215 20211215165345 ACCESSION NUMBER: 0001062993-21-012941 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: DRUTEN ROBERT J CENTRAL INDEX KEY: 0001113486 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04717 FILM NUMBER: 211494808 MAIL ADDRESS: STREET 1: 6503 SENECA ROAD CITY: MISSION HILLS STATE: KS ZIP: 66208 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 0001113486 DRUTEN ROBERT J PO BOX 219335 KANSAS CITY MO 64121-9335 1 0 0 0 Common Stock 2021-12-14 4 M 0 341 A 21393 D Common Stock 2021-12-14 4 D 0 21393 D 0 D Dividend Equivalent Right 2021-12-14 4 M 0 343.2537 D Common Stock 343.2537 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. Settlement of dividend equivalent rights in connection with payment of 7,035 of the reporting person's deferred shares on December 14, 2021. The rights accrued when and as dividends were paid on Kansas City Southern (KCS) common stock and became payable proportionately with the deferred shares to which they related. Each dividend equivalent is the economic equivalent of one share of KCS common stock. The fractional shares were paid in cash. Pursuant to the Merger Agreement, each share of director deferred stock (each, a Director Deferred Share) was converted into the right to receive the Merger Consideration, less applicable tax withholding. Julie D. Powell, Attorney-in-fact 2021-12-15