KSU- Kansas City Southern

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Maier Henry J	2. Issuer Name and Ticker or Trading Symbol KANSAS CITY SOUTHERN [ KSU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 427 W 12TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2021
(Street) KANSAS CITY, MO 64105 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/14/2021		D		9087	D	(1)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Maier Henry J 427 W 12TH STREET KANSAS CITY, MO 64105	X

Signatures
Julie D. Powell, Attorney-in-fact		12/15/2021
**Signature of Reporting Person		Date