Canadian Pacific Railway Limited (CP) Form 4 CANADIAN PACIFIC RAILWAY / Mark Kenneth Wallace ownership change

SEC Form 4

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

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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^*

Wallace Mark Kenneth

(Last) (First) (Middle)

C/O CANADIAN PACIFIC RAILWAY LIMITED

7550 OGDEN DALE ROAD S.E.

(Street)

CALGARY A0 T2C 4X9

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CANADIAN PACIFIC RAILWAY LTD/CN [ CP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Corp Affrs & Chief of Staff

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/24/2017		M		1,330	A	$116.8	1,330	D
Common Stock	01/24/2017		S		1,330	D	$152.46(1)	0	D
Common Stock	01/24/2017		M		2,580	A	$122.73	2,580	D
Common Stock	01/24/2017		S		2,580	D	$152.44(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$116.8	01/24/2017		M			1,330	(3)	01/22/2026	Common Stock	1,330	$0	3,989	D
Employee Stock Options (Right to Buy)	$122.73	01/24/2017		M			2,580	(4)	01/31/2024	Common Stock	2,580	$0	2,580	D

Explanation of Responses:

1. The reported shares were sold in Canadian dollars at an average price of CAD$200.52 per share. The sale price per share was converted into its U.S. dollar equivalent using the Bank of Canada noon exchange rate on January 24, 2017 of CAD$1.00 = USD$0.7603.

2. The reported shares were sold in Canadian dollars at a price of CAD$200.50 per share. The sale price per share was converted into its U.S. dollar equivalent using the Bank of Canada noon exchange rate on January 24, 2017 of CAD$1.00 = USD$0.7603.

3. The options, representing the right to purchase a total of 5,319 shares of common stock, vest in four equal annual installments beginning on January 22, 2017. 1/4 was vested on January 22, 2017; 1/4 will be vested on January 22, 2018; 1/4 will be vested on January 22, 2019; and 1/4 will be vested on January 22, 2020.

4. The options, representing the right to purchase a total of 5,160 shares of common stock, vest in four equal annual installments beginning on January 31, 2015. 1/4 was vested on January 31, 2015; 1/4 was vested on January 31, 2016; 1/4 will be vested on January 31, 2017; and 1/4 will be vested on January 31, 2018.

Remarks:

	/s/ Scott Cedergren, attorney-in-fact	01/25/2017
	** 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).
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