SEC Form 4 · accession 0000054480-18-000060
KANSAS CITY SOUTHERN · KSU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Upchurch
Officer — EVP & Chief Financial Officer
Period of report
Feb 9, 2018
Accepted (ET)
Feb 12, 2018 · 6:22 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 StockF1 | Feb 9, 2018 | F | 491 | $103.53 | D | 16,882 | 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) | $52.62 | holding | — | — | — | Feb 23, 2014 | Feb 22, 2021 | Common Stock | 2,316 | 2,316 | D |
| Employee Stock Option (Right to Buy)F2 | $66.99 | holding | — | — | — | — | Feb 21, 2022 | Common Stock | 3,126 | 3,126 | D |
| Employee Stock Option (Right to Buy)F3 | $97.77 | holding | — | — | — | — | Feb 20, 2023 | Common Stock | 3,666 | 3,666 | D |
| Employee Stock Option (Right to Buy)F3 | $94.23 | holding | — | — | — | — | Feb 19, 2024 | Common Stock | 3,876 | 3,876 | D |
| Employee Stock Option (Right to Buy)F3 | $119.35 | holding | — | — | — | — | Feb 17, 2025 | Common Stock | 3,726 | 3,726 | D |
| Employee Stock Option (Right to Buy)F3 | $82.71 | holding | — | — | — | — | Feb 18, 2026 | Common Stock | 6,973 | 6,973 | D |
| Employee Stock Option (Right to Buy)F3 | $86.89 | holding | — | — | — | — | Feb 16, 2027 | Common Stock | 6,552 | 6,552 | D |
Explanation of responses
- F1111 of these shares represent performance shares that were earned on January 23, 2018 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until February 23, 2018 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.
- F21,563 options became exercisable on February 22, 2014 and 1,563 options became exercisable on February 22, 2015.
- F3These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.