Sec Form 4 Filing - ERDMAN WARREN K @ KANSAS CITY SOUTHERN - 2020-02-07

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)
02/07/2020
(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 02/07/2020 A 1,281 A $ 0 52,850 ( 1 ) D
Common Stock 1,060.602 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) $ 52.62 ( 2 ) 02/22/2021 Common Stock 4,980 4,980 D
Employee Stock Option (Right to Buy) $ 66.99 ( 2 ) 02/21/2022 Common Stock 3,362 3,362 D
Employee Stock Option (Right to Buy) $ 97.77 ( 2 ) 02/20/2023 Common Stock 2,620 2,620 D
Employee Stock Option (Right to Buy) $ 94.23 ( 2 ) 02/19/2024 Common Stock 2,777 2,777 D
Employee Stock Option (Right to Buy) $ 119.35 ( 2 ) 02/17/2025 Common Stock 2,668 2,668 D
Employee Stock Option (Right to Buy) $ 82.71 ( 2 ) 02/18/2026 Common Stock 5,233 5,233 D
Employee Stock Option (Right to Buy) $ 86.89 ( 2 ) 02/16/2027 Common Stock 4,916 4,916 D
Employee Stock Option (Right to Buy) $ 105.83 ( 2 ) 03/05/2028 Common Stock 4,219 4,219 D
Employee Stock Option (Right to Buy) $ 110.13 ( 2 ) 03/04/2029 Common Stock 4,153 4,153 D
Employee Stock Option (Right to Buy) $ 171.86 02/07/2020 A 3,404 ( 2 ) 02/06/2030 Common Stock 3,404 $ 0 3,404 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 02/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )4,581 of these shares represent performance shares that were earned on January 30, 2020 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until February 28, 2020 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.
( 2 )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).
** 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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