SEC Form 4 · accession 0000054480-19-000026
KANSAS CITY SOUTHERN · KSU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick J Ottensmeyer
Officer — President & CEO
Period of report
Jan 30, 2019
Accepted (ET)
Feb 1, 2019 · 6:02 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,F2 | Jan 30, 2019 | A | 14,582 | $0.00 | A | 105,718 | D | |
| Common StockF3 | holding | — | — | — | 254 | I | 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)F4 | $35.41 | holding | — | — | — | Mar 1, 2013 | Feb 29, 2020 | Common Stock | 6,850 | 6,850 | D |
| Employee Stock Option (Right to Buy)F5 | $52.62 | holding | — | — | — | — | Feb 22, 2021 | Common Stock | 6,950 | 6,950 | D |
| Employee Stock Option (Right to Buy)F5 | $66.99 | holding | — | — | — | — | Feb 21, 2022 | Common Stock | 4,690 | 4,690 | D |
| Employee Stock Option (Right to Buy)F5 | $97.77 | holding | — | — | — | — | Feb 20, 2023 | Common Stock | 3,666 | 3,666 | D |
| Employee Stock Option (Right to Buy)F5 | $94.23 | holding | — | — | — | — | Feb 19, 2024 | Common Stock | 3,876 | 3,876 | D |
| Employee Stock Option (Right to Buy)F5 | $119.35 | holding | — | — | — | — | Feb 17, 2025 | Common Stock | 5,652 | 5,652 | D |
| Employee Stock Option (Right to Buy)F5 | $82.71 | holding | — | — | — | — | Feb 18, 2026 | Common Stock | 13,120 | 13,120 | D |
| Employee Stock Option (Right to Buy)F5 | $86.89 | holding | — | — | — | — | Feb 16, 2027 | Common Stock | 29,763 | 29,763 | D |
| Employee Stock Option (Right to Buy)F5 | $105.83 | holding | — | — | — | — | Mar 5, 2028 | Common Stock | 29,821 | 29,821 | D |
Explanation of responses
- F114,582 of these shares represent performance shares that were earned on January 30, 2019 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until February 22, 2019 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.
- F2Includes 233 shares acquired on December 31, 2018 through the KCS Employee Stock Purchase Plan.
- F3Includes 0.7870 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.
- F4Prior 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 4,567 of these options became exercisable on November 19, 2010. The second target was met and 4,567 of these options became exercisable on December 8, 2010. The third target was met and 4,566 of these options became exercisable on January 7, 2011.
- F5These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.