4//SEC Filing
Godderz Adam J 4
Accession 0001062993-21-012937
CIK 0000054480other
Filed
Dec 14, 7:00 PM ET
Accepted
Dec 15, 4:50 PM ET
Size
17.3 KB
Accession
0001062993-21-012937
Insider Transaction Report
Form 4
Godderz Adam J
General Counsel & Corp. Sec.
Transactions
- Gift
Common Stock
2021-12-02−350→ 5,544 total - Tax Payment
Common Stock
2021-12-14$290.71/sh−1,154$335,479→ 4,390 total - Disposition to Issuer
Common Stock
2021-12-14−4,390→ 0 total - Disposition to Issuer
Common Stock
2021-12-14−1,422.36→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-14−1,070→ 0 totalExercise: $110.13Exp: 2029-03-04→ Common Stock (1,070 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-14−2,142→ 0 totalExercise: $171.86Exp: 2030-02-06→ Common Stock (2,142 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-14−2,724→ 0 totalExercise: $211.10Exp: 2031-02-02→ Common Stock (2,724 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]Includes 2.448 shares acquired under the KCS 401(K) and Profit Sharing Plan since the date of the reporting person's last ownership report.
- [F4]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.
Issuer
KANSAS CITY SOUTHERN
CIK 0000054480
Entity typeother
Related Parties
1- filerCIK 0001761856
Filing Metadata
- Form type
- 4
- Filed
- Dec 14, 7:00 PM ET
- Accepted
- Dec 15, 4:50 PM ET
- Size
- 17.3 KB