Janet H. Kennedy - Dec 14, 2021 Form 4 Insider Report for KANSAS CITY SOUTHERN (KSU)

Role: Director
Signature: Julie D. Powell, Attorney-in-fact
Stock symbol: KSU
Transactions as of: Dec 14, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/15/2021, 03:49 PM
Next filing: Aug 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KSU	Common Stock	Disposed to Issuer		-3.4K	-100%		0	Dec 14, 2021	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Janet H. Kennedy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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.

Content

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.