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 *
Wochner William J
   2. Issuer Name and Ticker or Trading Symbol
KANSAS CITY SOUTHERN [KSU] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP & Chief Legal Officer
(Last)
(First)
(Middle)
KANSAS CITY SOUTHERN, PO BOX 219335		 3. Date of Earliest Transaction (Month/Day/Year)
02/17/2017
(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)
Code V Amount (A) or (D) Price
Common Stock 02/17/2017   A   3,049 (1) A $ 0 24,220.453 (1) (2) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 35.41             03/01/2013(3) 02/29/2020 Common Stock 6,800   6,800 D  
Employee Stock Option (Right to Buy) $ 52.62               (4) 02/22/2021 Common Stock 2,830   2,830 D  
Employee Stock Option (Right to Buy) $ 66.99               (4) 02/21/2022 Common Stock 2,037   2,037 D  
Employee Stock Option (Right to Buy) $ 97.77               (4) 02/20/2023 Common Stock 1,618   1,618 D  
Employee Stock Option (Right to Buy) $ 94.23               (4) 02/19/2024 Common Stock 1,720   1,720 D  
Employee Stock Option (Right to Buy) $ 119.35               (4) 02/17/2025 Common Stock 1,649   1,649 D  
Employee Stock Option (Right to Buy) $ 82.71               (4) 02/18/2026 Common Stock 3,851   3,851 D  
Employee Stock Option (Right to Buy) $ 86.89 02/17/2017   A   3,618     (4) 02/16/2027 Common Stock 3,618 $ 0 3,618 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wochner William J
KANSAS CITY SOUTHERN
PO BOX 219335
KANSAS CITY, MO 64121-9335		       Sr VP & Chief Legal Officer  

Signatures

 Julie D. Powell, Attorney-in-fact   02/21/2017
**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) 1,398 of these shares represent performance shares that were earned on February 17, 2017 when the KCS Compensation and Organization Committee determined that the performance goals were met. These performance shares will not vest until February 28, 2017 contingent upon continued employment by the reporting person through that date. Until these shares vest, 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.
(2) Includes 50 shares acquired on December 30, 2016 through the KCS Employee Stock Purchase Plan.
(3) Prior to March 1, 2013, this option may become exercisable in 1/3 increments if the daily closing price of Kansas City Southern's common stock on the New York Stock Exchange is greater than or equal to $38.95, $42.85, and $47.14, respectively, for at least 30 consecutive trading days. The first target was met and 2,267 of these options became exercisable on November 19, 2010. The second target was met and 2,267 of these options became exercisable on December 8, 2010. The third target was met and 2,266 of these options became exercisable on January 7, 2011.
(4) These options become exercisable in three equal installments beginning on the first anniversary of the date of grant.

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