SEC Form 4 · accession 0000054480-18-000080
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 14, 2018
Accepted (ET)
Feb 15, 2018 · 5:48 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 14, 2018 | A | 564 | $0.00 | A | 23,864 | 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 | $35.41 | holding | — | — | — | Mar 1, 2013 | Feb 29, 2020 | Common Stock | 6,800 | 6,800 | D |
| Employee Stock Option (Right to Buy)F3 | $52.62 | holding | — | — | — | — | Feb 22, 2021 | Common Stock | 2,830 | 2,830 | D |
| Employee Stock Option (Right to Buy)F3 | $66.99 | holding | — | — | — | — | Feb 21, 2022 | Common Stock | 2,037 | 2,037 | D |
| Employee Stock Option (Right to Buy)F3 | $97.77 | holding | — | — | — | — | Feb 20, 2023 | Common Stock | 1,618 | 1,618 | D |
| Employee Stock Option (Right to Buy)F3 | $94.23 | holding | — | — | — | — | Feb 19, 2024 | Common Stock | 1,720 | 1,720 | D |
| Employee Stock Option (Right to Buy)F3 | $119.35 | holding | — | — | — | — | Feb 17, 2025 | Common Stock | 1,649 | 1,649 | D |
| Employee Stock Option (Right to Buy)F3 | $82.71 | holding | — | — | — | — | Feb 18, 2026 | Common Stock | 3,851 | 3,851 | D |
| Employee Stock Option (Right to Buy)F3 | $86.89 | holding | — | — | — | — | Feb 16, 2027 | Common Stock | 3,618 | 3,618 | D |
Explanation of responses
- F149 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.
- F2Prior 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.
- F3These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.