Providence & Worcester Railroad (PWX) Form 4 PROVIDENCE & WORCESTER RAILROAD / RICHARD W ANDERSON 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^*

ANDERSON RICHARD W

(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
	Officer (give title below)	Other (specify below)

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		D		1,670	D	$25(1)	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)	$16.49	11/01/2016		D			1,000	01/18/2017	01/18/2026	Common Stock	1,000	$8.51(2)(3)	0	D
Stock Option (right to buy)	$18.09	11/01/2016		D			260	07/02/2015	01/02/2025	Common Stock	260	$6.91(2)(4)	0	D
Stock Option (right to buy)	$19.55	11/01/2016		D			250	07/02/2014	01/02/2024	Common Stock	250	$5.45(2)(5)	0	D
Stock Option (right to buy)	$13.96	11/01/2016		D			240	07/02/2013	01/02/2023	Common Stock	240	$11.04(2)(6)	0	D
Stock Option (right to buy)	$11.4	11/01/2016		D			230	07/03/2012	01/03/2022	Common Stock	230	$13.6(2)(7)	0	D
Stock Option (right to buy)	$16.75	11/01/2016		D			220	07/03/2011	01/03/2021	Common Stock	220	$8.25(2)(8)	0	D
Stock Option (right to buy)	$10.75	11/01/2016		D			210	07/04/2010	01/04/2020	Common Stock	210	$14.25(2)(9)	0	D
Stock Option (right to buy)	$11.99	11/01/2016		D			200	07/02/2009	01/02/2019	Common Stock	200	$13.01(2)(10)	0	D
Stock Option (right to buy)	$16.72	11/01/2016		D			190	07/02/2008	01/02/2018	Common Stock	190	$8.28(2)(11)	0	D
Stock Option (right to buy)	$19.5	11/01/2016		D			180	07/02/2007	01/02/2017	Common Stock	180	$5.5(2)(12)	0	D

Explanation of Responses:

1. Disposed of pursuant to 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, in exchange for $25.00 per share in cash.

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

3. The reporting person received $8,510.00 as consideration for the cancellation.

4. The reporting person received $1,796.60 as consideration for the cancellation.

5. The reporting person received $1,362.50 as consideration for the cancellation.

6. The reporting person received $2,649.60 as consideration for the cancellation.

7. The reporting person received $3,128.00 as consideration for the cancellation.

8. The reporting person received $1,815.00 as consideration for the cancellation.

9. The reporting person received $2,992.50 as consideration for the cancellation.

10. The reporting person received $2,602.00 as consideration for the cancellation.

11. The reporting person received $1,573.20 as consideration for the cancellation.

12. The reporting person received $990.00 as consideration for the cancellation.

Remarks:

	/s/ Richard W. Anderson	11/02/2016
	** Signature of Reporting Person	Date
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