FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person *

Godderz Adam J

2. Date of Event Requiring Statement (Month/Day/Year)

01/01/2019

3. Issuer Name and Ticker or Trading Symbol

KANSAS CITY SOUTHERN [KSU]
(Last)
(First)
(Middle)


427 W 12TH STREET

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel & Corp. Sec.

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

(Street)

KANSAS CITY, MO 64105
(City)
(State)
(Zip)

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 Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Common Stock

2,637
D

 

Common Stock

1,383.446
I

By 401(k)/PS Plan



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

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

  (1) 02/22/2021

Common Stock

550 $52.62D

 

Employee Stock Option (Right to Buy)

  (2) 02/21/2022

Common Stock

446 $66.99D

 

Employee Stock Option (Right to Buy)

  (3) 02/20/2023

Common Stock

604 $97.77D

 

Employee Stock Option (Right to Buy)

  (4) 02/19/2024

Common Stock

631 $94.23D

 

Employee Stock Option (Right to Buy)

  (5) 02/17/2025

Common Stock

607 $119.35D

 

Employee Stock Option (Right to Buy)

  (6) 02/18/2026

Common Stock

1,218 $82.71D

 

Employee Stock Option (Right to Buy)

  (7) 02/16/2027

Common Stock

1,145 $86.89D

 

Employee Stock Option (Right to Buy)

  (8) 03/05/2028

Common Stock

982 $105.83D

 




Explanation of Responses:
1.

These options became exercisable in three equal annual installments on February 23, 2012, February 23, 2013 and February 23, 2014.

2.

These options became exercisable in three equal annual installments on February 22, 2013, February 22, 2014 and February 22, 2015.

3.

These options became exercisable in three equal annual installments on February 21, 2014, February 21, 2015 and February 21, 2016.

4.

These options became exercisable in three equal annual installments on February 20, 2015, February 20, 2016 and February 20, 2017.

5.

These options became exercisable in three equal annual installments on February 18, 2016, February 18, 2017 and February 18, 2018.

6.

These options become exercisable in three equal annual installments. The first and second installments became exercisable on February 19, 2017 and February 19, 2018, respectively. The third installment will become exercisable on February 19, 2019.

7.

These options become exercisable in three equal annual installments. The first installment became exercisable on February 17, 2018. The second and third installments will become exercisable on February 17, 2019 and February 17, 2020, respectively.

8.

These options will become exercisable in three equal annual installments on March 6, 2019, March 6, 2020 and March 6, 2021, respectively.



Signatures

Adam J. Godderz

01/07/2019
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.




LIMITED POWER OF ATTORNEY





State of Missouri)

                 )ss

County of Jackson)



I, Adam J. Godderz, the undersigned, effective as of the date hereof,

and to continue until I am no longer subject to Section 16 reporting,

do hereby constitute and appoint Julie D. Powell, my true and lawful

attorney-in-fact, solely for the purpose of preparing and executing

Forms 3, 4 and 5 for and on my behalf and filing such Forms with the

Securities and Exchange Commission and the New York Stock Exchange in

compliance with Section 16 of the Securities Exchange Act of 1934 and

rules promulgated thereunder in connection with holdings of and

transactions in securities or derivative securities of Kansas City

Southern.



I acknowledge that my appointment of this attorney-in-fact does not

eliminate my responsibility to comply with Section 16 of the Securities

Exchange Act of 1934.



IN WITNESS WHEREOF, I have signed this Limited Power of Attorney this

7th day of January, 2019.





/s/ Adam J. Godderz

Adam J. Godderz







Personally appeared the above-named Adam J. Godderz and acknowledged

the above Limited Power of Attorney to be his free act and deed.



IN WITNESS WHEREOF, I hereunto set my seal this 7th day of

January, 2019.



/s/ Barbara L. Blevins

Notary Public





My Commission Expires:



October 4, 2019