SEC Form 4 · accession 0001209191-15-044935
GENESEE & WYOMING INC · GWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Hellmann
Officer — Chief Exec. Officer & Pres. · Director
Period of report
May 20, 2015
Accepted (ET)
May 20, 2015 · 4:28 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 value | May 20, 2015 | M | 11,250 | $35.99 | A | 324,638 | D | |
| Class A Common Stock, $.01 par valueF2,F3 | May 20, 2015 | S | 6,355 | $85.95 | D | 318,283 | D | |
| Class A Common Stock. $.01 par valueF2,F4 | May 20, 2015 | S | 1,700 | $86.60 | D | 316,583 | D | |
| Class A Common Stock. $.01 par valueF5 | holding | — | — | — | 55,555 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $35.99 | May 20, 2015 | M | 11,250 | D | — | May 27, 2015 | Class A Common Stock, $.01 par value | 11,250 | 0 | D |
| Class B Common Stock, $.01 par valueF7 | — | holding | — | — | — | — | — | Class A Common Stock, $.01 par value | — | 1,872 | D |
Explanation of responses
- 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 $85.40 to $86.38.
- F4Represents the weighted average sales price for the price increments ranging from $86.41 to $86.80.
- F5Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
- F6This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in three equal annual installments, beginning February 26, 2011.
- F7This 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.