SEC FORM 4

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

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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^*

Ottensmeyer Patrick J

(Last)

(First)

(Middle)

KANSAS CITY SOUTHERN

PO BOX 219335

(Street)

KANSAS CITY

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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2018		G	V	1,620	D	$0	95,353	D
Common Stock	08/14/2018		F		4,400	D	$112.36	90,953	D
Common Stock								252.615⁽¹⁾	I	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$35.41							03/01/2013⁽²⁾	02/29/2020	Common Stock	6,850		6,850	D
Employee Stock Option (Right to Buy)	$52.62							⁽³⁾	02/22/2021	Common Stock	6,950		6,950	D
Employee Stock Option (Right to Buy)	$66.99							⁽³⁾	02/21/2022	Common Stock	4,690		4,690	D
Employee Stock Option (Right to Buy)	$97.77							⁽³⁾	02/20/2023	Common Stock	3,666		3,666	D
Employee Stock Option (Right to Buy)	$94.23							⁽³⁾	02/19/2024	Common Stock	3,876		3,876	D
Employee Stock Option (Right to Buy)	$119.35							⁽³⁾	02/17/2025	Common Stock	5,652		5,652	D
Employee Stock Option (Right to Buy)	$82.71							⁽³⁾	02/18/2026	Common Stock	13,120		13,120	D
Employee Stock Option (Right to Buy)	$86.89							⁽³⁾	02/16/2027	Common Stock	29,763		29,763	D
Employee Stock Option (Right to Buy)	$105.83							⁽³⁾	03/05/2028	Common Stock	29,821		29,821	D

Explanation of Responses:

1. Includes 0.835 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report.

2. 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 4,567 of these options became exercisable on November 19, 2010. The second target was met and 4,567 of these options became exercisable on December 8, 2010. The third target was met and 4,566 of these options became exercisable on January 7, 2011.

3. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.

Remarks:

	Julie D. Powell, Attorney-in-fact	08/15/2018
	** 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).
** 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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