SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Clements James Dominic Luther

(Last)

(First)

(Middle)

C/O CANADIAN PACIFIC RAILWAY LIMITED

7550 OGDEN DALE ROAD S.E.

(Street)

CALGARY

T2C 4X9

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2017

3. Issuer Name and Ticker or Trading Symbol
CANADIAN PACIFIC RAILWAY LTD/CN [ CP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Planning & Transportation

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,865	I	By ESPP⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Buy)	02/19/2011	02/19/2018	Common Stock	1,200	$70.49	D
Employee Stock Options (Right to Buy)	02/18/2012	02/18/2019	Common Stock	3,500	$28.84	D
Employee Stock Options (Right to Buy)	06/26/2012	02/25/2020	Common Stock	3,600	$37.28	D
Employee Stock Options (Right to Buy)	06/26/2012	02/24/2021	Common Stock	4,100	$47.4	D
Employee Stock Options (Right to Buy)	04/01/2015	04/01/2022	Common Stock	3,700	$55.15	D
Employee Stock Options (Right to Buy)	12/07/2016	12/07/2022	Common Stock	2,797	$71.17	D
Employee Stock Options (Right to Buy)	⁽²⁾	02/22/2023	Common Stock	2,450	$86.82	D
Employee Stock Options (Right to Buy)	⁽³⁾	01/31/2024	Common Stock	1,910	$123	D
Employee Stock Options (Right to Buy)	⁽⁴⁾	01/23/2025	Common Stock	2,226	$159.38	D
Employee Stock Options (Right to Buy)	⁽⁵⁾	01/22/2026	Common Stock	3,465	$117.13	D
Employee Stock Options (Right to Buy)	⁽⁶⁾	01/20/2024	Common Stock	2,895	$151.2	D
Rights (Restricted Share Units)	05/08/2017	06/10/2017	Common Stock	868⁽⁷⁾	$0	D
Rights (Deferred Share Units)	⁽⁸⁾	⁽⁸⁾	Common Stock	2,490	⁽⁸⁾	D

Explanation of Responses:

1. Shares held by individual in the Canadian Pacific Railway Limited Employee Share Purchase Plan.

2. 1/4 was vested on February 22, 2014; 1/4 was vested on February 22, 2015; 1/4 was vested on February 22, 2016; 1/4 was vested on February 22, 2017.

3. 1/4 was vested on January 31, 2015; 1/4 was vested on January 31, 2016; 1/4 was vested on January 31, 2017; 1/4 will be vested on January 31, 2018.

4. 1/4 was vested on January 23, 2016; 1/4 was vested on January 23, 2017; 1/4 will be vested on January 23, 2018; 1/4 will be vested on January 23, 2019.

5. 1/4 was vested on January 22, 2017; 1/4 will be vested on January 22, 2018; 1/4 will be vested on January 22, 2019; 1/4 will be vested on January 22, 2020.

6. 1/4 will be vested on January 20, 2018; 1/4 will be vested on January 20, 2019; 1/4 will be vested on January 20, 2020; 1/4 will be vested on January 20, 2021.

7. Each Restricted Share Unit (each, a "RSU") is the economic equivalent of one share of common stock of Canadian Pacific Railway Limited.

8. Each Deferred Share Unit (each, a "DSU") is the economic equivalent of one share of common stock of Canadian Pacific Railway Limited. DSUs are held until termination of employment.

	/s/ James Dominic Luther Clements	02/24/2017
	** Signature of Reporting Person	Date
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 5 (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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