Robert J. Druten - 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, 03:53 PM
Previous filing: Nov 16, 2021
Next filing: Feb 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KSU	Common Stock	Options Exercise		+341	+1.62%		21.4K	Dec 14, 2021	Direct	F2
transaction	KSU	Common Stock	Disposed to Issuer		-21.4K	-100%		0	Dec 14, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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		-343	-100%		0	Dec 14, 2021	Common Stock	343		Direct	F2

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

Robert J. Druten 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.
F2	Settlement of dividend equivalent rights in connection with payment of 7,035 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 shares were 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.

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.

Settlement of dividend equivalent rights in connection with payment of 7,035 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 shares were 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.