0001062993-21-012945.txt : 20211215 0001062993-21-012945.hdr.sgml : 20211215 20211215165700 ACCESSION NUMBER: 0001062993-21-012945 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: Cheatum Lora S CENTRAL INDEX KEY: 0001622977 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04717 FILM NUMBER: 211494826 MAIL ADDRESS: STREET 1: KANSAS CITY SOUTHERN STREET 2: PO BOX 219335 CITY: KANSAS CITY STATE: MO ZIP: 64121 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 0001622977 Cheatum Lora S PO BOX 219335 KANSAS CITY MO 64121-9335 0 1 0 0 Sr. VP & CHRO Common Stock 2021-12-14 4 F 0 567 290.71 D 17159 D Common Stock 2021-12-14 4 D 0 17159 D 0 D Employee Stock Option (Right to Buy) 110.13 2021-12-14 4 D 0 1019 D 2029-03-04 Common Stock 1019 0 D Employee Stock Option (Right to Buy) 171.86 2021-12-14 4 D 0 2699 D 2030-02-06 Common Stock 2699 0 D Employee Stock Option (Right to Buy) 211.1 2021-12-14 4 D 0 2128 D 2031-02-02 Common Stock 2128 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. 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