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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [ GWR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock, $.01 par value | 02/01/2017 | A(1) | 9,069(2) | A | $0.00 | 353,514 | D | |||
Class A Common Stock, $.01 par value | 02/26/2017 | F | 4,438(3) | D | $74.31 | 349,076 | D | |||
Class A Common Stock, $.01 par value | 02/27/2017 | F | 3,220(4) | D | $74.7 | 345,856 | D | |||
Class A Common Stock, $.01 par value | 02/28/2017 | F | 2,847(4) | D | $74.14 | 343,009 | D | |||
Class A Common Stock, $.01 par value | 02/28/2017 | A | 10,772(5) | A | $0.00 | 353,781 | D | |||
Class A Common Stock, $.01 par value | 02/28/2017 | A | 35,416(6) | A | $0.00 | 389,197 | D | |||
Class A Common Stock, $.01 par value | 55,555 | I | By Trust(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $74.14 | 02/28/2017 | A | 82,167 | (8) | 02/27/2022 | Class A Common Stock, $.01 par value | 82,167 | $0.00 | 82,167 | D | ||||
Class B Common Stock, $.01 par value | (9) | (9) | (9) | Class A Common Stock, $.01 par value | (9) | 1,872(9) | D |
Explanation of Responses: |
1. Due to an administrative oversight, the shares of Class A Common Stock of the Issuer underlying this previously granted 2016 performance-based restricted stock unit award should have been determined as of February 1, 2017, but was actually certified on March 1, 2017. |
2. Represents the number of underlying shares of Class A Common Stock of the Issuer earned in accordance with the Issuer's attainment of pre-determined financial performance targets established under its GVA methodology on the previously granted 2016 performance-based restricted stock unit award. The aforementioned award was also subject to time-based vesting, and vested on February 26, 2017. |
3. These shares were surrendered to Genesee & Wyoming Inc. for the payment of taxes in connection with the vesting of the previously granted 2016 performance-based restricted stock unit award. |
4. These shares were surrendered to Genesee & Wyoming Inc. for the payment of taxes in connection with the vesting of previously granted restricted stock awards. |
5. This annual restricted stock award was granted under Genesee & Wyoming Inc. Third Amended and Restated 2004 Omnibus Incentive Plan (the "Plan") and will vest in three equal annual installments, beginning February 28, 2018. |
6. This retention restricted stock award was granted under the Plan and will vest in three equal installments, beginning February 28, 2020. |
7. Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann. |
8. This annual option award was granted under the Plan and will vest in three equal annual installments, beginning February 28, 2018. |
9. This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock. |
Remarks: |
Allison M. Fergus, Attorney-in-Fact for John C. Hellmann | 03/01/2017 | |
** 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). | ||
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. |