Sec Form 4 Filing - ERDMAN WARREN K @ KANSAS CITY SOUTHERN - 2016-12-07

Insider filing report for Changes in Beneficial Ownership
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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
ERDMAN WARREN K
2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY SOUTHERN [ KSU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
KANSAS CITY SOUTHERN, PO BOX 219335
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2016
(Street)
KANSAS CITY, MO64121-9335
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 12/07/2016 S 1,340 D $ 86.12 37,162 ( 1 ) D
Common Stock 12/08/2016 G V 60 D $ 0 37,102 ( 1 ) D
Common Stock 1,017.242 ( 2 ) I Held by 401(k) & P/S Plan
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 Option (Right to Buy) $ 35.41 03/01/2013( 3 ) 02/29/2020 Common Stock 11,400 11,400 D
Employee Stock Option (Right to Buy) $ 52.62 ( 4 ) 02/22/2021 Common Stock 4,980 4,980 D
Employee Stock Option (Right to Buy) $ 66.99 ( 4 ) 02/21/2022 Common Stock 3,362 3,362 D
Employee Stock Option (Right to Buy) $ 97.77 ( 4 ) 02/20/2023 Common Stock 2,620 2,620 D
Employee Stock Option (Right to Buy) $ 94.23 ( 4 ) 02/19/2024 Common Stock 2,777 2,777 D
Employee Stock Option (Right to Buy) $ 119.35 ( 4 ) 02/17/2025 Common Stock 2,668 2,668 D
Employee Stock Option (Right to Buy) $ 82.71 ( 4 ) 02/18/2026 Common Stock 5,233 5,233 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ERDMAN WARREN K
KANSAS CITY SOUTHERN
PO BOX 219335
KANSAS CITY, MO64121-9335
Executive Vice President
Signatures
Julie D. Powell, Attorney-in-fact 12/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 327 shares acquired on June 30, 2016 through the KCS Employee Stock Purchase Plan.
( 2 )Includes 7.709 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.
( 3 )Prior 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 3,800 of these options became exercisable on November 19, 2010. The second target was met and 3,800 of these options became exercisable on December 8, 2010. The third target was met and 3,800 of these options became exercisable on January 7, 2011.
( 4 )These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.

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).
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