SEC Form 4 · accession 0001209191-15-025165
GENESEE & WYOMING INC · GWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mortimer B Fuller III
Director
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 4:13 pm EDT
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 valueF1 | Mar 9, 2015 | C | 75,000 | — | A | 96,022 | D | |
| Class A Common Stock, $.01 par valueF2,F3 | Mar 9, 2015 | S | 23,256 | $104.80 | D | 72,766 | D | |
| Class A Common Stock. $.01 par valueF2,F4 | Mar 10, 2015 | S | 39,644 | $103.04 | D | 33,122 | D | |
| Class A Common Stock, $.01 par valueF2,F5 | Mar 10, 2015 | S | 12,100 | $103.86 | D | 21,022 | D | |
| Class A Common Stock, $.01 par valueF6 | holding | — | — | — | 30,230 | I | By Trust | |
| Class A Common Stock. $.01 par valueF7 | holding | — | — | — | 226 | I | By wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, $.01 par valueF8 | — | Mar 9, 2015 | C | 75,000 | D | — | — | Class A Common Stock, $.01 par value | 75,000 | 708,373 | D |
| Class B Common Stock, $.01 par valueF8,F6 | — | holding | — | — | — | — | — | Class A Common Stock, $.01 par value | — | 54,000 | I |
| Class B Common Stock, $.01 par valueF8,F7 | — | holding | — | — | — | — | — | Class A Common Stock, $.01 par value | — | 2,748 | I |
Explanation of responses
- F1These shares were received upon the conversion of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
- 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 $104.43 to $105.31.
- F4Represents the weighted average sales price for the price increments ranging from $102.62 to $103.60.
- F5Represents the weighted average sales price for the price increments ranging from $103.64 to $104.04.
- F6Held by trusts of which Mr. Fuller is trustee for the benefit of members of Mr. Fuller's family. Mr. Fuller disclaims beneficial ownership of these shares.
- F7These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.
- 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.