| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KSU | Common Stock | Gift | $0 | -2.43K | -8.9% | $0.00 | 24.9K | Nov 8, 2021 | Direct | |
| transaction | KSU | Common Stock | Tax liability | -$375K | -1.29K | -5.18% | $290.71 | 23.6K | Dec 14, 2021 | Direct | F2 |
| transaction | KSU | Common Stock | Disposed to Issuer | -23.6K | -100% | 0 | Dec 14, 2021 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KSU | Employee Stock Option (Right to Buy) | Disposed to Issuer | -2.19K | -100% | 0 | Dec 14, 2021 | Common Stock | 2.19K | $110.13 | Direct | F3 | ||
| transaction | KSU | Employee Stock Option (Right to Buy) | Disposed to Issuer | -4.03K | -100% | 0 | Dec 14, 2021 | Common Stock | 4.03K | $171.86 | Direct | F3 | ||
| transaction | KSU | Employee Stock Option (Right to Buy) | Disposed to Issuer | -5.07K | -100% | 0 | Dec 14, 2021 | Common Stock | 5.07K | $211.10 | Direct | F3 |
Michael W. Upchurch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |