SEC Form 4 · accession 0000054480-16-000171

KANSAS CITY SOUTHERN · KSU

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

Reporting owner

David L Starling

Officer — Chief Executive Officer · Director

Period of report

Feb 19, 2016

Accepted (ET)

Feb 22, 2016 · 5:38 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^F2,F3,F1	Feb 19, 2016	A	57,660	$0.00	A	148,437	D
Common Stock^F1,F2,F3	Feb 19, 2016	F	3,459	$80.50	D	144,978	D

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)^F6	$82.71	Feb 19, 2016	A	31,680	A	—	Feb 18, 2026	Common Stock	31,680	31,680	D
Employee Stock Option (Right to Buy)^F4	$51.55	holding	—	—	—	Jul 30, 2013	Jul 29, 2018	Common Stock	3,880	3,880	D
LSAR^F4	$51.55	holding	—	—	—	—	—	Common Stock	3,880	3,880	D
Employee Stock Option (Right to Buy)^F5	$35.41	holding	—	—	—	Mar 1, 2013	Feb 29, 2020	Common Stock	20,600	20,600	D
Employee Stock Option (Right to Buy)^F6	$52.62	holding	—	—	—	—	Feb 22, 2021	Common Stock	21,900	21,900	D
Employee Stock Option (Right to Buy)^F6	$66.99	holding	—	—	—	—	Feb 21, 2022	Common Stock	16,447	16,447	D
Employee Stock Option (Right to Buy)^F6	$97.77	holding	—	—	—	—	Feb 20, 2023	Common Stock	13,068	13,068	D
Employee Stock Option (Right to Buy)^F6	$94.23	holding	—	—	—	—	Feb 19, 2024	Common Stock	13,835	13,835	D
Employee Stock Option (Right to Buy)^F6	$119.35	holding	—	—	—	—	Feb 17, 2025	Common Stock	13,285	13,285	D

Explanation of responses

F1Includes 207 shares acquired on June 30, 2015 through the KCS Employee Stock Purchase Plan.
F29,067 of these shares represent performance shares that were earned on February 19, 2016 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until February 29, 2016 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.
F310,000 of these shares represent performance shares that were earned on February 19, 2016 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until May 1, 2016 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.
F4Limited 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.
F5Prior 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 6,867 of these options became exercisable on November 19, 2010. The second target was met and 6,867 of these options became exercisable on December 8, 2010. The third target was met and 6,866 of these options became exercisable on January 7, 2011.
F6These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.