4//SEC Filing
DRUTEN ROBERT J 4
Accession 0001062993-21-012941
CIK 0000054480other
Filed
Dec 14, 7:00 PM ET
Accepted
Dec 15, 4:53 PM ET
Size
9.4 KB
Accession
0001062993-21-012941
Insider Transaction Report
Form 4
DRUTEN ROBERT J
Director
Transactions
- Exercise/Conversion
Common Stock
2021-12-14+341→ 21,393 total - Disposition to Issuer
Common Stock
2021-12-14−21,393→ 0 total - Exercise/Conversion
Dividend Equivalent Right
2021-12-14−343.254→ 0 total→ Common Stock (343.254 underlying)
Footnotes (2)
- [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]Settlement of dividend equivalent rights in connection with payment of 7,035 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 shares were 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.
Issuer
KANSAS CITY SOUTHERN
CIK 0000054480
Entity typeother
Related Parties
1- filerCIK 0001113486
Filing Metadata
- Form type
- 4
- Filed
- Dec 14, 7:00 PM ET
- Accepted
- Dec 15, 4:53 PM ET
- Size
- 9.4 KB