SEC Info - Hooley Stephen C - ‘4’ for 4/16/18 re: DST Systems Inc.

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hooley Stephen C

(Last)

(First)

(Middle)

333 WEST 11TH STREET

(Street)

KANSAS CITY

64105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DST SYSTEMS INC [ DST ]

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 & President

3. Date of Earliest Transaction (Month/Day/Year)
4/16/18

4. If Amendment, Date of 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

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	4/16/18		A		65,636 ⁽¹⁾	A	$0	238,568	D
Common Stock	4/16/18		A		104,480 ⁽¹⁾	A	$0	343,048	D
Common Stock	4/16/18		D		343,048 ⁽²⁾	D	$84	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$21.9125	4/16/18		D			80,000 ⁽³⁾	2/14/11	12/14/19	Common Stock	80,000	$62.0875	0	D
Stock Option	$23.755	4/16/18		D			77,280 ⁽⁴⁾	12/1/14	12/1/21	Common Stock	77,280	$60.245	0	D

Explanation of Responses:

(1) Consists of accelerated vesting of PSUs pursuant to the terms of that certain Separation Agreement dated as of February 26, 2018 among Mr. Hooley, the Company and SS&C.

(2) Consists of shares of common stock, vested RSUs and vested PSUs that were cancelled in exchange for $84.00 per share pursuant to the terms of an Agreement and Plan of Merger (the Merger Agreement) dated as of January 11, 2018 among DST Systems, Inc. (the Company), SS&C Technologies Holdings, Inc. (SS&C) and Diamond Merger Sub, Inc. (Merger Sub), pursuant to which Merger Subs will merge (the Merger) with and into the Company, whereupon the existence of Merger Sub will cease and the Company will become the surviving corporation and an indirect wholly owned subsidiary of SS&C and the terms of the Separation Agreement. The Merger became effective on April 16, 2018 (the Effective Time).

(3) These performance based options were granted by the Committee on December 14, 2009, and the Committee certified goal achievement on February 24, 2011. These options were canceled in the Merger in exchange for a cash payment of $4,967,000.00, representing the difference between the exercise price of the option ($21.9125 per share) and the merger consideration ($84.00 per share).

(4) This option, which provided for vesting in three equal annual installments beginning December 1, 2012, was canceled in the Merger in exchange for a cash payment of $4,655,733.60, representing the difference between the exercise price of the option ($23.7550 per share) and the merger consideration ($84.00 per share).

	Stephen C. Hooley	4/18/18
	** Signature of Reporting Person	Date
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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Hooley Stephen C – ‘4’ for 4/16/18 re: DST Systems Inc.

On: Wednesday, 4/18/18, at 6:07pm ET · For: 4/16/18 · Accession #: 1246360-18-1329 · File #: 1-14036

Previous ‘4’: ‘4’ on 3/13/18 for 3/9/18 · Next: ‘4’ on 5/23/19 for 5/22/19 · Latest: ‘4’ on 2/2/24 for 1/31/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Hooley Stephen C – ‘4’ for 4/16/18 re: DST Systems Inc.

On: Wednesday, 4/18/18, at 6:07pm ET · For: 4/16/18 · Accession #: 1246360-18-1329 · File #: 1-14036

Previous ‘4’: ‘4’ on 3/13/18 for 3/9/18 · Next: ‘4’ on 5/23/19 for 5/22/19 · Latest: ‘4’ on 2/2/24 for 1/31/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents