P Scott Conti Form 4 PROVIDENCE & WORCESTER RAILROAD / P SCOTT CONTI 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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X

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^*

CONTI P SCOTT

(Last) (First) (Middle)

75 HAMMOND STREET

(Street)

WORCESTER MA 01610

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVIDENCE & WORCESTER RAILROAD CO/RI/ [ PWX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016

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	11/01/2016		M		12,000	A	(1)	24,846	D
Common Stock	11/01/2016		D		12,000	D	$25(2)	12,846	D
Common Stock	11/01/2016		D		12,846	D	$25(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
Stock Option (right to buy)	$13.7	11/01/2016		D			8,000	01/18/2017(3)	01/18/2026	Common Stock	8,000	$11.3(4)(5)	0	D
Stock Option (right to buy)	$18.09	11/01/2016		D			838	07/02/2015	01/02/2025	Common Stock	838	$6.91(4)(6)	0	D
Stock Option (right to buy)	$19.55	11/01/2016		D			844	07/02/2014	01/02/2024	Common Stock	844	$5.45(4)(7)	0	D
Stock Option (right to buy)	$13.96	11/01/2016		D			704	07/02/2013	01/02/2023	Common Stock	704	$11.04(4)(8)	0	D
Stock Option (right to buy)	$11.4	11/01/2016		D			716	07/03/2012	01/03/2022	Common Stock	716	$13.6(4)(9)	0	D
Stock Option (right to buy)	$16.75	11/01/2016		D			715	07/03/2011	01/03/2021	Common Stock	715	$8.25(4)(10)	0	D
Stock Option (right to buy)	$10.75	11/01/2016		D			618	07/04/2010	01/04/2020	Common Stock	618	$14.25(4)(11)	0	D
Stock Option (right to buy)	$11.99	11/01/2016		D			570	07/02/2009	01/02/2019	Common Stock	570	$13.01(4)(12)	0	D
Stock Option (right to buy)	$16.72	11/01/2016		D			465	07/02/2008	01/02/2018	Common Stock	465	$8.28(4)(13)	0	D
Stock Option (right to buy)	$19.5	11/01/2016		D			440	07/02/2007	01/02/2017	Common Stock	440	$5.5(4)(14)	0	D
Restricted Stock Unit	(1)	11/01/2016		M			12,000	(1)	01/03/2025	Common Stock	12,000	(1)	0	D

Explanation of Responses:

1. Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $300,000.00.

2. Disposed of for $25.00 per share in cash pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement", among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W.

3. This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement.

4. This option was cancelled pursuant to the terms of the Merger Agreement.

5. The reporting person received $90,400.00 as consideration for the cancellation.

6. The reporting person received $5,790.58 as consideration for the cancellation.

7. The reporting person received $4,599.80 as consideration for the cancellation.

8. The reporting person received $2,980.80 as consideration for the cancellation.

9. The reporting person received $9,737.60 as consideration for the cancellation.

10. The reporting person received $5,898.75 as consideration for the cancellation.

11. The reporting person received $8,806.50 as consideration for the cancellation.

12. The reporting person received $7,415.70 as consideration for the cancellation.

13. The reporting person received $3,850.20 as consideration for the cancellation.

14. The reporting person received $2,420.00 as consideration for the cancellation.

Remarks:

	/s/ P. Scott Conti	11/02/2016
	** Signature of Reporting Person	Date
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