Sec Form 4 Filing - Wallace Mark Kenneth @ CANADIAN PACIFIC RAILWAY LTD/CN - 2017-01-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wallace Mark Kenneth 2. Issuer Name and Ticker or Trading Symbol CANADIAN PACIFIC RAILWAY LTD/CN [ CP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Corp Affrs & Chief of Staff (Last) (First) (Middle) C/O CANADIAN PACIFIC RAILWAY LIMITED, 7550 OGDEN DALE ROAD S.E. 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2017 (Street) CALGARY, A0T2C 4X9 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/23/2017 M 4,500 A $ 86.64 4,500 D Common Stock 01/23/2017 S 4,500 D $ 150.23 ( 1 ) 0 D Common Stock 01/23/2017 M 3,580 A $ 94.08 3,580 D Common Stock 01/23/2017 S 3,580 D $ 150.12 ( 2 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct ( D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options (Right to Buy) $ 86.64 01/23/2017 M 4,500 ( 3 ) 02/22/2023 Common Stock 4,500 $ 0 1,500 D Employee Stock Options (Right to Buy) $ 94.08 01/23/2017 M 3,580 ( 4 ) 03/05/2023 Common Stock 3,580 $ 0 1,460 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wallace Mark Kenneth C/O CANADIAN PACIFIC RAILWAY LIMITED 7550 OGDEN DALE ROAD S.E. CALGARY, A0T2C 4X9 VP Corp Affrs & Chief of Staff Signatures /s/ Scott Cedergren, attorney-in-fact 01/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares were sold in Canadian dollars at an average price of CAD$199.64 per share. The sale price per share was converted into its U.S. dollar equivalent using the Bank of Canada noon exchange rate on January 23, 2017 of CAD$1.00 = USD$0.7525. ( 2 )The reported shares were sold in Canadian dollars at a price of CAD$199.50 per share. The sale price per share was converted into its U.S. dollar equivalent using the Bank of Canada noon exchange rate on January 23, 2017 of CAD$1.00 = USD$0.7525. ( 3 )The options, representing the right to purchase a total of 6,000 shares of common stock, vest in four equal annual installments beginning on February 22, 2014. 1/4 was vested on February 22, 2014; 1/4 was vested on February 22, 2015; 1/4 was vested on February 22, 2016; and 1/4 will be vested on February 22, 2017. ( 4 )The options, representing the right to purchase a total of 5,040 shares of common stock, vest in four equal annual installments beginning on March 5, 2014. 1/4 was vested on March 5, 2014; 1/4 was vested on March 5, 2015; 1/4 was vested on March 5, 2016; and 1/4 will be vested on March 5, 2017.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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