0001062993-21-012938.txt : 20211215
0001062993-21-012938.hdr.sgml : 20211215
20211215165053
ACCESSION NUMBER: 0001062993-21-012938
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211214
FILED AS OF DATE: 20211215
DATE AS OF CHANGE: 20211215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Garza Santos David F
CENTRAL INDEX KEY: 0001668209
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04717
FILM NUMBER: 211494774
MAIL ADDRESS:
STREET 1: AV. INDUSTRIALES DEL PONIENTE NO. 2300
CITY: SANTA CATARINA, N.L.
STATE: O5
ZIP: 66350
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KANSAS CITY SOUTHERN
CENTRAL INDEX KEY: 0000054480
STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011]
IRS NUMBER: 440663509
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 427 W 12TH STREET
CITY: KANSAS CITY
STATE: MO
ZIP: 64105
BUSINESS PHONE: 8169831360
MAIL ADDRESS:
STREET 1: 427 W 12TH STREET
CITY: KANSAS CITY
STATE: MO
ZIP: 64105
FORMER COMPANY:
FORMER CONFORMED NAME: KANSAS CITY SOUTHERN INDUSTRIES INC
DATE OF NAME CHANGE: 19920703
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2021-12-14
1
0000054480
KANSAS CITY SOUTHERN
KSU
0001668209
Garza Santos David F
PO BOX 219335
KANSAS CITY
MO
64121-9335
1
0
0
0
Common Stock
2021-12-14
4
M
0
8
A
3610
D
Common Stock
2021-12-14
4
D
0
3610
D
0
D
Dividend Equivalent Right
2021-12-14
4
M
0
8.8839
D
Common Stock
8.8839
0
D
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.
Settlement of dividend equivalent rights in connection with payment of 954 of the reporting person's deferred shares on December 14, 2021. The rights accrued when and as dividends were paid on Kansas City Southern (KCS) common stock and became payable proportionately with the deferred shares to which they related. Each dividend equivalent is the economic equivalent of one share of KCS common stock. The fractional share was paid in cash. Pursuant to the Merger Agreement, each share of director deferred stock (each, a Director Deferred Share) was converted into the right to receive the Merger Consideration, less applicable tax withholding.
Julie D. Powell, Attorney-in-fact
2021-12-15