Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES Check the appropriate box to designate the rule
pursuant to which this Schedule is filed: o Rule 13d-1(b) þ Rule 13d-1(c) o Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the notes).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
2 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- | |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | ||
| 7 |
SOLE DISPOSITIVE POWER -0- | ||
| 8 |
SHARED DISPOSITIVE
POWER -0- (See Item 4(a)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
485170302
|
SCHEDULE 13G |
Page |
3 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
ICS Opportunities II LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
4 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
5 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium International Management LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON PN |
| & #xA0; | ||||||||||
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
6 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
7 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium Group Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
8 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 |
TYPE OF REPORTING
PERSON ;IN |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
9 |
of |
15 |
| Item 1. | ||
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(a) | Name of Issuer: |
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Kansas City Southern, a Delaware corporation (the "Issuer"). | |
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||
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(b) | Address of Issuer’s Principal Executive Offices: |
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|
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427 West 12th Street | |
|
Item 2. |
(a) | Name of Person Filing: |
|
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(b) | Address of Principal Business Office: |
|
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(c) | Citizenship: |
|
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Integrated Core Strategies (US) LLC c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
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ICS Opportunities II LLC c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands | |
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ICS Opportunities, Ltd. c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands | |
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Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
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Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
|
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Millennium Group Management LLC
399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
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Israel A. Englander c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: United States | |
|
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||
| (d) | Title of Class of Securities: | |
| common stock, par value $0.01 per share ("Common Stock") | ||
|
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||
| (e) | CUSIP Number: | |
| 485170302 |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
10 |
of |
15 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
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(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
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(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
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(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
|
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(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
|
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(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
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(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
CUSIP
No. |
485170302 |
SCHEDULE 13G |
Page |
11 |
of |
15 |
|
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(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
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(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
|
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(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
|
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(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on December 13, 2021, the reporting persons beneficially owned an aggregate of 7,063,418 shares of the Issuer’s Common Stock or 7.8% of the Issuer’s Common Stock outstanding, which percentage was calculated based on 90,980,440 shares of the Issuer’s Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s proxy statement filed on November 3, 2021. On December 14, 2021, the Issuer was acquired by Canadian Pacific Railway Limited ("Canadian Pacific") through a series of transactions pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of September 15, 2021, by and among the Issuer, Canadian Pacific, Cygnus Merger Sub 1 Corporation and Cygnus Merger Sub 2 Corporation. In connection with such transactions, each issued and outstanding share of the Issuer’s Common Stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive (A) 2.884 common shares of Canadian Pacific and (B) $90.00 in cash, without interest. Accordingly, following the consummation of the transactions contemplated by the Merger Agreement, the reporting persons no longer beneficially owned any shares of the Issuer’s Common Stock.
(b) Percent of Class: 0.0% SCHEDULE 13G (c) Number of shares as to which such person
has: -0- (ii) Shared power to vote or to direct the vote -0- (See Item 4(a)) (iii) Sole power to dispose or to direct the disposition of -0- (iv) Shared power to dispose or to direct the disposition of -0- (See Item 4(a)) Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ. Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group See Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SCHEDULE 13G Exhibits: Exhibit I: Joint Filing Agreement, dated as of December 17, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
SCHEDULE 13G SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. INTEGRATED CORE STRATEGIES (US) LLC Name: Gil Raviv ICS OPPORTUNITIES II LLC Name: Gil Raviv ICS OPPORTUNITIES, LTD. Name: Gil Raviv MILLENNIUM INTERNATIONAL MANAGEMENT LP Name: Gil Raviv MILLENNIUM MANAGEMENT LLC Name: Gil Raviv MILLENNIUM GROUP MANAGEMENT LLC
Name: Gil Raviv Israel
A. Englander SCHEDULE 13G This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Kansas City Southern, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. INTEGRATED CORE STRATEGIES (US) LLC Name: Gil Raviv ICS OPPORTUNITIES II LLC Name: Gil Raviv ICS OPPORTUNITIES, LTD. Name: Gil Raviv MILLENNIUM INTERNATIONAL MANAGEMENT LP Name: Gil Raviv MILLENNIUM MANAGEMENT LLC Name: Gil Raviv MILLENNIUM GROUP MANAGEMENT LLC
Name: Gil Raviv Israel
A. Englander
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(i) Sole power to vote or to direct the vote
Page
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Page
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Dated: December 17, 2021
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
Title: Global General Counsel
By: Millennium International Management LP,
its Investment Manager
Title: Global General Counsel
By: Millennium International Management LP,
its Investment Manager
Title: Global General Counsel
Title: Global General Counsel
Title: Global General Counsel
Title: Global General Counsel
Page
of
EXHIBIT I
JOINT
FILING AGREEMENT
Dated: December 17, 2021
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
Title: Global General Counsel
By: Millennium International Management LP,
its Investment Manager
Title: Global General Counsel
By: Millennium International Management LP,
its Investment Manager
Title: Global General Counsel
Title: Global General Counsel
Title: Global General Counsel
Title: Global General Counsel