SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NAATZ MICHAEL J. (Last) (First) (Middle) PO BOX 219335 (Street) KANSAS CITY MO 64121-9335 (City) (State) (Zip)	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) EVP & Chief Marketing Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/19/2021		G	V	426	D	$0	12,926(2)	D
Common Stock	12/14/2021		F		1,970(3)	D	$290.71	10,956	D
Common Stock	12/14/2021		D		10,956	D	(1)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$105.83	12/14/2021		D			3,945	(4)	03/05/2028	Common Stock	3,945	(4)	0	D
Employee Stock Option (Right to Buy)	$110.13	12/14/2021		D			6,256	(4)	03/04/2029	Common Stock	6,256	(4)	0	D
Employee Stock Option (Right to Buy)	$171.86	12/14/2021		D			5,727	(4)	02/06/2030	Common Stock	5,727	(4)	0	D
Employee Stock Option (Right to Buy)	$211.1	12/14/2021		D			4,082	(4)	02/02/2031	Common Stock	4,082	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of September 15, 2021 (as amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among Canadian Pacific Railway Limited, a Canadian corporation (CP), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of CP (Surviving Merger Sub), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub and Kansas City Southern, a Delaware corporation (KCS), each outstanding share of KCS common stock, par value $0.01 (Common Stock), was converted into the right to receive (a) 2.884 of newly issued shares of CP common stock, without par value (such consideration, the Share Consideration) and (b) $90.00 in cash (together with the Share Consideration, the Merger Consideration). Holders of record of Common Stock will receive cash in lieu of fractional shares.

2. Includes 124 shares acquired under the KCS Employee Stock Purchase Plan on June 30, 2021.

3. These shares were withheld for taxes in connection with the vesting of restricted share awards. Pursuant to the Merger Agreement, each outstanding award of shares of Common Stock granted subject to any vesting, forfeiture or other lapse restrictions (each, a Restricted Share Award) granted prior to March 21, 2021 became fully vested and was converted into the right to receive (i) the Merger Consideration in respect of each share of Common Stock subject to such Restricted Share Award and (ii) the accrued but unpaid cash dividends corresponding to each share of Common Stock subject to such Restricted Share Award, less applicable tax withholding. All of the reporting persons Restricted Share Awards were granted before March 21, 2021.

4. Pursuant to the Merger Agreement, each outstanding KCS stock option, whether vested or unvested, became fully vested and was converted into the right to receive an amount of cash equal to (i) the excess, if any of (A) the value of the Merger Consideration ($301.20) over (B) the per share exercise price of such option multiplied by (ii) the total number of shares of KCS common stock subject to such option, less applicable tax withholding.

	Julie D. Powell, Attorney-in-fact	12/15/2021
	** 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 4 (b)(v).
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