Thomas A. Ellman Form 4 GATX / Thomas A. Ellman 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^*

Ellman Thomas A.

(Last) (First) (Middle)

233 S. WACKER DR.

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GATX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2022

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	02/03/2022		M		22,400	A	$39.185	61,223	D
Common Stock	02/03/2022		S		19,404	D	$105.1481(1)	41,819	D
Common Stock	02/03/2022		S		2,996	D	$106.3713(2)	38,823	D
Common Stock	02/03/2022		S		2,087	D	$105.4386(3)	36,736	D
Common Stock	02/03/2022		S		1,113	D	$106.3948(4)	35,623	D
Common Stock 401(k)								9,674	I	401k shares

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
2016 NQ Stock Option (Right to Buy)	$39.185	02/03/2022		M			22,400	01/28/2017	01/28/2023	Common Stock	22,400	$0.00	0.00	D

Explanation of Responses:

1. Represents the weighted average sale price. The highest price at which shares were sold was $105.8100 and the lowest price at which shares were sold was $104.8600.

2. Represents the weighted average sale price. The highest price at which shares were sold was $ 106.7750 and the lowest price at which shares were sold was $105.9500.

3. Represents the weighted average sale price. The highest price at which shares were sold was $105.7600 and the lowest price at which shares were sold was $105.0000.

4. Represents the weighted average sale price. The highest price at which shares were sold was $106.6400 and the lowest price at which shares were sold was $106.0800.

Remarks:

	Lisa M. Ibarra, by Power of Attorney on behalf of Thomas A. Ellman	02/07/2022
	** 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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