Statement of Changes in Beneficial Ownership (4)
May 02 2016 - 5:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Starling David L
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2. Issuer Name
and
Ticker or Trading Symbol
KANSAS CITY SOUTHERN
[
KSU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
KANSAS CITY SOUTHERN, PO BOX 219335
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2016
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(Street)
KANSAS CITY, MO 64121-9335
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/1/2016
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F
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4895
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D
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$94.75
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129255
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
(1)
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$51.55
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7/30/2013
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7/29/2018
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Common Stock
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3880
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3880
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D
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LSAR
(1)
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$51.55
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(1)
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(1)
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Common Stock
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3880
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3880
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D
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Employee Stock Option (Right to Buy)
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$35.41
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3/1/2013
(2)
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2/29/2020
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Common Stock
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20600
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20600
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D
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Employee Stock Option (Right to Buy)
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$52.62
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(3)
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2/22/2021
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Common Stock
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21900
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21900
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D
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Employee Stock Option (Right to Buy)
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$66.99
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(3)
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2/21/2022
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Common Stock
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16447
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16447
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D
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Employee Stock Option (Right to Buy)
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$97.77
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(3)
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2/20/2023
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Common Stock
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13068
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13068
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D
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Employee Stock Option (Right to Buy)
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$94.23
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(3)
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2/19/2024
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Common Stock
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13835
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13835
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D
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Employee Stock Option (Right to Buy)
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$119.35
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(3)
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2/17/2025
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Common Stock
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13285
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13285
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D
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Employee Stock Option (Right to Buy)
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$82.71
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(3)
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2/18/2026
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Common Stock
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31680
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31680
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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 6,867 of these options became exercisable on November 19, 2010. The second target was met and 6,867 of these options became exercisable on December 8, 2010. The third target was met and 6,866 of these options became exercisable on January 7, 2011.
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(
3)
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These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Starling David L
KANSAS CITY SOUTHERN
PO BOX 219335
KANSAS CITY, MO 64121-9335
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X
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Chief Executive Officer
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Signatures
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Adam J. Godderz, Attorney-in-fact
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5/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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