SEC Form 4 · accession 0000054480-16-000205
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
Apr 1, 2016
Accepted (ET)
Apr 4, 2016 · 4:32 pm EDT
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 StockF1 | Apr 1, 2016 | F | 2,873 | $85.45 | D | 134,150 | 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)F2 | $51.55 | holding | — | — | — | Jul 30, 2013 | Jul 29, 2018 | Common Stock | 3,880 | 3,880 | D |
| LSARF2 | $51.55 | holding | — | — | — | — | — | Common Stock | 3,880 | 3,880 | D |
| Employee Stock Option (Right to Buy)F3 | $35.41 | holding | — | — | — | Mar 1, 2013 | Feb 29, 2020 | Common Stock | 20,600 | 20,600 | D |
| Employee Stock Option (Right to Buy)F4 | $52.62 | holding | — | — | — | — | Feb 22, 2021 | Common Stock | 21,900 | 21,900 | D |
| Employee Stock Option (Right to Buy)F4 | $66.99 | holding | — | — | — | — | Feb 21, 2022 | Common Stock | 16,447 | 16,447 | D |
| Employee Stock Option (Right to Buy)F4 | $97.77 | holding | — | — | — | — | Feb 20, 2023 | Common Stock | 13,068 | 13,068 | D |
| Employee Stock Option (Right to Buy)F4 | $94.23 | holding | — | — | — | — | Feb 19, 2024 | Common Stock | 13,835 | 13,835 | D |
| Employee Stock Option (Right to Buy)F4 | $119.35 | holding | — | — | — | — | Feb 17, 2025 | Common Stock | 13,285 | 13,285 | D |
| Employee Stock Option (Right to Buy)F4 | $82.71 | holding | — | — | — | — | Feb 18, 2026 | Common Stock | 31,680 | 31,680 | D |
Explanation of responses
- F110,000 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.
- 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 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.
- F4These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.