SEC Form 4 · accession 0000054480-15-000046

KANSAS CITY SOUTHERN · KSU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Warren K Erdman

Officer — Executive Vice President

Period of report

Feb 24, 2015

Accepted (ET)

Feb 25, 2015 · 5:25 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000054480

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 24, 2015	S	4,200	$119.3023	D	39,586	D
Common Stock	holding	—	—		—	992	I	Held by 401(k) & P/S Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F3	$35.41	holding	—	—	—	Mar 1, 2013	Feb 29, 2020	Common Stock	11,400	11,400	D
Employee Stock Option (Right to Buy)^F4	$52.62	holding	—	—	—	—	Feb 22, 2021	Common Stock	4,980	4,980	D
Employee Stock Option (Right to Buy)^F4	$66.99	holding	—	—	—	—	Feb 21, 2022	Common Stock	3,362	3,362	D
Employee Stock Option (Right to Buy)^F4	$97.77	holding	—	—	—	—	Feb 20, 2023	Common Stock	2,620	2,620	D
Employee Stock Option (Right to Buy)^F4	$94.23	holding	—	—	—	—	Feb 19, 2024	Common Stock	2,777	2,777	D
Employee Stock Option (Right to Buy)^F4	$119.35	holding	—	—	—	—	Feb 17, 2025	Common Stock	2,668	2,668	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.30 to $119.3110, inclusive. The reporting person undertakes to provide to Kansas City Southern, any security holder of Kansas City Southern, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F22,477 of these shares represent performance shares that were earned on February 18, 2015 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until February 27, 2015 contingent upon continued employment by the reporting person through that date. Until these shares vest, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company.
F3Prior 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 3,800 of these options became exercisable on November 19, 2010. The second target was met and 3,800 of these options became exercisable on December 8, 2010. The third target was met and 3,800 of these options became exercisable on January 7, 2011.
F4These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.