SEC Form 4 · accession 0001209191-15-016674

GENESEE & WYOMING INC · GWR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Exec. Officer & Pres. · Director

Period of report

Feb 18, 2015

Accepted (ET)

Feb 20, 2015 · 4:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001012620

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock, $.01 par value	Feb 18, 2015	M	6,406	$31.85	A	318,035	D
Class A Common Stock, $.01 par value^F2,F3	Feb 18, 2015	S	3,267	$93.43	D	314,768	D
Class A Common Stock. $.01 par value	Feb 19, 2015	M	6,306	$31.85	A	321,074	D
Class A Common Stock, $.01 par value^F2,F4	Feb 19, 2015	S	4,038	$94.01	D	317,036	D
Class A Common Stock, $.01 par value^F2,F5	Feb 19, 2015	S	232	$95.06	D	316,804	D
Class A Common Stock. $.01 par value^F6	holding	—	—		—	55,555	I	By Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F7	$31.85	Feb 18, 2015	M	6,406	D	—	Feb 25, 2015	Class A Common Stock, $.01 par value	6,406	6,306	D
Stock Option (Right to Buy)^F7	$31.85	Feb 19, 2015	M	6,306	D	—	Feb 25, 2015	Class A Common Stock, $.01 par value	6,306	0	D
Class B Common Stock, $.01 par value^F8	—	holding	—	—	—	—	—	Class A Common Stock, $.01 par value	—	1,872	D

F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2013.
F2The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported in this Form 4.
F3Represents the weighted average sales price for the price increments ranging from $93.35 to $94.07.
F4Represents the weighted average sales price for the price increments ranging from $93.70 to $94.39.
F5Represents the weighted average sales price for the price increments ranging from $94.99 to $95.07.
F6Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
F7This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan (the "Plan") and vested in three equal annual installments, beginning February 26, 2011.
F8This 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.