SEC Form 4 · accession 0000054480-15-000066
KANSAS CITY SOUTHERN · KSU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Wochner
Officer — Sr VP & Chief Legal Officer
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 4:26 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 | Feb 27, 2015 | F | 920 | $117.08 | D | 61,196 | D | |
| Common Stock | Feb 27, 2015 | M | 2,500 | $34.11 | A | 63,696 | D | |
| Common Stock | Feb 27, 2015 | S | 2,440 | $116.25 | D | 61,256 | D | |
| Common StockF1 | Mar 2, 2015 | S | 17,560 | $116.7394 | D | 43,696 | D | |
| Common Stock | holding | — | — | — | 17,623 | 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)F2 | $34.11 | Feb 27, 2015 | M | 2,500 | D | Feb 23, 2012 | Feb 22, 2017 | Common Stock | 2,500 | 0 | D |
| LSARF2 | $34.11 | Feb 27, 2015 | J | 2,500 | D | — | — | Common Stock | 2,500 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $35.41 | holding | — | — | — | Mar 1, 2013 | Feb 29, 2020 | Common Stock | 6,800 | 6,800 | D |
| Employee Stock Option (Right to Buy)F4 | $52.62 | holding | — | — | — | — | Feb 22, 2021 | Common Stock | 2,830 | 2,830 | D |
| Employee Stock Option (Right to Buy)F4 | $66.99 | holding | — | — | — | — | Feb 21, 2022 | Common Stock | 2,037 | 2,037 | D |
| Employee Stock Option (Right to Buy)F4 | $97.77 | holding | — | — | — | — | Feb 20, 2023 | Common Stock | 1,618 | 1,618 | D |
| Employee Stock Option (Right to Buy)F4 | $94.23 | holding | — | — | — | — | Feb 19, 2024 | Common Stock | 1,720 | 1,720 | D |
| Employee Stock Option (Right to Buy)F4 | $119.35 | holding | — | — | — | — | Feb 17, 2025 | Common Stock | 1,649 | 1,649 | 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 $116.25 to $117.16, 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.
- F2Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated.
- 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 2,267 of these options became exercisable on November 19, 2010. The second target was met and 2,267 of these options became exercisable on December 8, 2010. The third target was met and 2,266 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.
- F5Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares.