Edgar Filing: HAVERTY MICHAEL R

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HAVERTY MICHAEL R

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
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

KANSAS CITY SOUTHERN, PO BOX 219335

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008

(Street)

KANSAS CITY, MO 64121-9335

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2008		M⁽⁶⁾		36,000	A	$ 5.75	1,200,420 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.37	1,200,320 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.4	1,200,220 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.42	1,200,120 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.45	1,200,020 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.46	1,199,820 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.47	1,199,720 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.49	1,199,620 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		300	D	$ 41.5	1,199,320 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.53	1,199,120 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.59	1,198,920 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.63	1,198,820 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.68	1,198,720 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.72	1,198,620 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.79	1,198,420 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.8	1,198,220 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		400	D	$ 41.83	1,197,820 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.84	1,197,620 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.85	1,197,520 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.86	1,197,420 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 41.89	1,197,320 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		400	D	$ 41.9	1,196,920 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.93	1,196,720 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.94	1,196,520 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		115	D	$ 41.97	1,196,405 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		200	D	$ 41.99	1,196,205 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		400	D	$ 42	1,195,805 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 42.13	1,195,705 ⁽⁵⁾	D
Common Stock	07/01/2008		S⁽⁶⁾		100	D	$ 42.16	1,195,605 ⁽⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy) ⁽¹⁾

$ 5.75

07/01/2008

M⁽⁶⁾⁽⁷⁾

36,000

07/13/2001

07/12/2010

Common Stock

36,000

$ 0

900,000

LSAR ⁽¹⁾

$ 5.75

07/01/2008

J⁽⁷⁾

36,000

⁽¹⁾

Common Stock

36,000

$ 0

900,000

Option (Right to Buy) ⁽¹⁾

$ 14.34

02/27/2001

02/26/2011

Common Stock

12,363

LSAR ⁽¹⁾

$ 14.34

⁽¹⁾

Common Stock

12,363

Option (Right to Buy) ⁽¹⁾

$ 13.42

02/06/2002

02/05/2012

Common Stock

13,207

LSAR ⁽¹⁾

$ 13.42

⁽¹⁾

Common Stock

13,207

Option (Right to Buy) ⁽¹⁾

$ 12.55

01/16/2003

01/15/2013

Common Stock

15,901

LSAR ⁽¹⁾

$ 12.55

⁽¹⁾

Common Stock

15,901

Option (Right to Buy) ⁽¹⁾

$ 12.55

01/16/2008

01/15/2013

Common Stock

90,000

LSAR ⁽¹⁾

$ 12.55

⁽¹⁾

Common Stock

90,000

Option (Right to Buy) ⁽¹⁾

$ 14.6

01/02/2005

01/01/2014

Common Stock

90,000

LSAR ⁽¹⁾

$ 14.6

⁽¹⁾

Common Stock

90,000

Option (Right to Buy) ⁽¹⁾

$ 14.53

02/09/2004

02/08/2014

Common Stock

13,689

LSAR ⁽¹⁾

$ 14.53

⁽¹⁾

Common Stock

13,689

Variable pre-paid forward contract (put equivalent position)

⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽²⁾⁽³⁾⁽⁴⁾

Common Stock

350,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAVERTY MICHAEL R KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY, MO 64121-9335	X		Chairman & CEO

Signatures

Brian P. Banks, Attorney-in-fact		07/02/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated.
(2)	On November 16, 2006, the reporting person entered into Prepaid Variable Forward Purchase Agreements ("Agreements") with UBS Securities LLC ("Buyer") . The Agreements obligate the reporting person to deliver to Buyer up to 350,000 Common Shares in the aggregate (or an equivalent amount of cash, if elected by him) on the Maturity Date of the Agreements (i.e., in December, 2009, or an earlier date if the parties agree to terminate the Agreement early). In exchange for assuming this obligation, the reporting person received a cash payment equal to approximately $7.9 million as of the date of entering into the Agreements (the actual amount to be determined upon completion of certain hedging transactions by Buyer). The reporting person pledged 350,000 Common Shares (the "Pledged Shares") to secure his obligations under the Agreements, and retained voting rights in the Pledged Shares during the period of the pledge. (Continued in footnote 3.)
(3)	The number of Common Shares to be delivered to Buyer on the Maturity Date, if the reporting person does not elect a cash settlement, is to be determined as follows, on the basis of prices of the Common Shares that are subject to adjustment for events specified in the Agreements: * If the price per share of the Common Shares on the Maturity Date is less than or equal to the volume weighted average price at which Buyer completes its hedge execution (the "Initial Price"), the reporting person will deliver to the Buyer the entire amount of Pledged Shares; * If the price per share of the Common Shares on the Maturity Date is between 100% of the Initial Price (the "Lower Limit") and 140% of the Initial Price (the "Upper Limit"), the reporting person will deliver to the Buyer a number of shares determined by multiplying the number of the Pledged Shares by the Lower Limit, and dividing the resulting number by the price of the Common Shares on the Maturity Date; or (Continued in footnote 4.)
(4)	* If the price per share of the Common Shares on the Maturity Date is greater than the Upper Limit, the reporting person will deliver to the Buyer a number of shares determined by reference to a formula specified in the Agreements that would result in the reporting person being obligated to deliver fewer than the number of Pledged Shares.
(5)	Includes 46,878 performance shares that were earned on February 28, 2008 when the KCS Compensation and Organization Committee determined that the 2007 performance goals were met. These performance shares will not vest until January 17, 2010 contingent upon continued employment by the reporting person through that date. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company.
(6)	The stock option exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2007.
(7)	Options exercised in rule 16b-3 exempt transaction. LSARs canceled with respect to such shares.
Remarks: 1 of 6 Forms 4 filed.

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