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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Clements James Dominic Luther

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/14/2017 

3. Issuer Name and Ticker or Trading Symbol

CANADIAN PACIFIC RAILWAY LTD/CN [CP]

(Last)        (First)        (Middle)

C/O CANADIAN PACIFIC RAILWAY LIMITED, 7550 OGDEN DALE ROAD S.E.

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP Planning & Transportation /

(Street)

CALGARY, A0 T2C 4X9       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   1865   I   By ESPP   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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 Options (Right to Buy)   2/19/2011   2/19/2018   Common Stock   1200   $70.49   D    
Employee Stock Options (Right to Buy)   2/18/2012   2/18/2019   Common Stock   3500   $28.84   D    
Employee Stock Options (Right to Buy)   6/26/2012   2/25/2020   Common Stock   3600   $37.28   D    
Employee Stock Options (Right to Buy)   6/26/2012   2/24/2021   Common Stock   4100   $47.40   D    
Employee Stock Options (Right to Buy)   4/1/2015   4/1/2022   Common Stock   3700   $55.15   D    
Employee Stock Options (Right to Buy)   12/7/2016   12/7/2022   Common Stock   2797   $71.17   D    
Employee Stock Options (Right to Buy)     (2) 2/22/2023   Common Stock   2450   $86.82   D    
Employee Stock Options (Right to Buy)     (3) 1/31/2024   Common Stock   1910   $123.00   D    
Employee Stock Options (Right to Buy)     (4) 1/23/2025   Common Stock   2226   $159.38   D    
Employee Stock Options (Right to Buy)     (5) 1/22/2026   Common Stock   3465   $117.13   D    
Employee Stock Options (Right to Buy)     (6) 1/20/2024   Common Stock   2895   $151.20   D    
Rights (Restricted Share Units)   5/8/2017   6/10/2017   Common Stock   868   (7) $0   D    
Rights (Deferred Share Units)     (8)   (8) Common Stock   2490     (8) D    

Explanation of Responses:
( 1)  Shares held by individual in the Canadian Pacific Railway Limited Employee Share Purchase Plan.
( 2)  1/4 was vested on February 22, 2014; 1/4 was vested on February 22, 2015; 1/4 was vested on February 22, 2016; 1/4 was vested on February 22, 2017.
( 3)  1/4 was vested on January 31, 2015; 1/4 was vested on January 31, 2016; 1/4 was vested on January 31, 2017; 1/4 will be vested on January 31, 2018.
( 4)  1/4 was vested on January 23, 2016; 1/4 was vested on January 23, 2017; 1/4 will be vested on January 23, 2018; 1/4 will be vested on January 23, 2019.
( 5)  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; 1/4 will be vested on January 22, 2020.
( 6)  1/4 will be vested on January 20, 2018; 1/4 will be vested on January 20, 2019; 1/4 will be vested on January 20, 2020; 1/4 will be vested on January 20, 2021.
( 7)  Each Restricted Share Unit (each, a "RSU") is the economic equivalent of one share of common stock of Canadian Pacific Railway Limited.
( 8)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clements James Dominic Luther
C/O CANADIAN PACIFIC RAILWAY LIMITED
7550 OGDEN DALE ROAD S.E.
CALGARY, A0 T2C 4X9


VP Planning & Transportation

Signatures
/s/ James Dominic Luther Clements 2/24/2017
** 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 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 control number.
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