| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KSU | Common Stock | Gift | $0 | -16.8K | -24.41% | $0.00 | 51.9K | Oct 26, 2021 | Direct | F2 |
| transaction | KSU | Common Stock | Options Exercise | +32 | +0.06% | 52K | Dec 14, 2021 | Direct | F3 | ||
| transaction | KSU | Common Stock | Disposed to Issuer | -52K | -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 | Dividend Equivalent Right | Options Exercise | -32.8 | -100% | 0 | Dec 14, 2021 | Common Stock | 32.8 | Direct | F3 |
Thomas A. Mcdonnell 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 | 1,728 of these shares represent Deferred Stock that was issued to the reporting person pursuant to the Kansas City Southern Non-Management Director Deferred Stock Award Program in lieu of retainer fees. The reporting person has no voting rights and is entitled to receive Dividend Equivalents with respect to this Deferred Stock. |
| F3 | Settlement of dividend equivalent rights in connection with payment of 1,728 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 share was 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. |