FORM 3 UNITED STATES SECURITIES AND EXCHANGE

FORM 3
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
OMB APPROVAL
OMB Number:
Washington, D.C. 20549
3235-0104
Estimated average
burden hours
per response
INITIAL STATEMENT OF BENEFICIAL
OWNERSHIP OF SECURITIES
0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Wallace Mark Kenneth
(Last)
(First)
2. Date of Event
Requiring Statement
(Month/Day/Year)
01/04/2016
(Middle)
3. Issuer Name and Ticker or Trading Symbol
CANADIAN PACIFIC RAILWAY LTD/CN [ CP ]
4. Relationship of Reporting
Person(s) to Issuer
(Check all applicable)
C/O CANADIAN PACIFIC
RAILWAY LIMITED
7550 OGDEN DALE ROAD S.E.
X
(Street)
CALGARY A0
T2C 4X9
(City)
(Zip)
(State)
5. If Amendment, Date of
Original Filed
(Month/Day/Year)
Director
10%
Owner
Officer
Other
(give title
below)
(specify
below)
6. Individual or Joint/Group Filing
(Check Applicable Line)
Form filed by One
X Reporting Person
Form filed by More than
One Reporting Person
VP Corp Affrs & Chief of
Staff
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)
420
I
Common Stock
4. Nature of Indirect Beneficial
Ownership (Instr. 5)
Employee Share Purchase
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)
Date
Exercisable
3. Title and Amount of
Securities Underlying
Derivative Security (Instr. 4)
Expiration
Date
Title
4.
Conversion
or Exercise
Price of
Amount Derivative
or
Security
Number
of
Shares
5.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr.
5)
Employee Stock Options
(1)
02/22/2023 Common Stock
6,000
$86.64
D
Employee Stock Options
(2)
03/05/2023 Common Stock
5,040
$94.08
D
Employee Stock Options
(3)
01/31/2024 Common Stock
5,160
$122.73
D
Employee Stock Options
(4)
01/23/2025 Common Stock
3,952
$159.04
D
Rights (Performance Share Units)
12/31/2015 12/31/2016 Common Stock
1,594
$86.64
D
Rights (Performance Share Units)
12/31/2016 12/31/2017 Common Stock
1,356
$122.73
D
Rights (Performance Share Units)
12/31/2017 12/31/2018 Common Stock
1,039
$159.04
D
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6. Nature
of Indirect
Beneficial
Ownership
(Instr. 5)
12/30/2015
Rights (Restricted Share Units)
05/08/2017 06/10/2017 Common Stock
Rights (Deferred Share Units)
(5)
(5)
Common Stock
2,222
$0
D
2,209
(5)
D
Explanation of Responses:
1. 1/4 was vested on February 22, 2014; 1/4 was vested on February 22, 2015; 1/4 will be vested on February 22, 2016; 1/4
will be vested on February 22, 2017.
2. 1/4 was vested on March 5, 2014; 1/4 was vested on March 5, 2015; 1/4 will be vested on March 5, 2016; 1/4 will be
vested on March 5, 2017.
3. 1/4 was vested on January 31, 2015; 1/4 will be vested on January 31, 2016; 1/4 will be vested on January 31, 2017; 1/4
will be vested on January 31, 2018.
4. 1/4 will be vested on January 23, 2016; 1/4 will be vested on January 23, 2017; 1/4 will be vested on January 23, 2018;
1/4 will be vested on January 23, 2019.
5. Each Deferred Share Unit (each, a "DSU") is the economic equivalent of one share of common stock of Canadian Pacific
Railway Limited. DSUs are held until termination of employment.
Remarks:
/s/ Mark K. Wallace
01/04/2016
** 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 5(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.
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12/30/2015
Power of Attorney
EXHIBIT 24
Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ellis and
Scott Cedergren signing individually, as the undersigned's true and lawful attorneys-in-fact and agents to:
(1) execute for and on behalf of the undersigned, an officer, director or holder of 10% or more of a
registered class of securities of Canadian Pacific Railway Limited (the “Company”), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable
to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file
such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any nature whatsoever in connection with the foregoing, which, in the opinion
of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s
discretion.
The undersigned hereby grants to each such attorney-in-fact full power of authority to do and perform any
and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with
Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned
is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities
issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
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12/30/2015
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 23rd day of December, 2015.
/s/ Mark K. Wallace
Mark K. Wallace
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12/30/2015