SEC Form 4 · accession 0001209191-17-016159
GENESEE & WYOMING INC · GWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allison M Fergus
Officer — General Counsel and Secretary
Period of report
Feb 1, 2017
Accepted (ET)
Mar 1, 2017 · 7:15 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 valueF2,F3 | Feb 1, 2017 | A | 2,240 | $0.00 | A | 60,866 | D | |
| Class A Common Stock, $.01 par valueF4,F3 | Feb 26, 2017 | F | 769 | $74.31 | D | 60,097 | D | |
| Class A Common Stock, $.01 par valueF5,F3 | Feb 27, 2017 | F | 559 | $74.70 | D | 59,538 | D | |
| Class A Common Stock, $.01 par valueF5,F3 | Feb 28, 2017 | F | 435 | $74.14 | D | 59,103 | D | |
| Class A Common Stock, $.01 par valueF6,F3 | Feb 28, 2017 | A | 2,661 | $0.00 | A | 61,764 | D |
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)F7 | $74.14 | Feb 28, 2017 | A | 20,294 | A | — | Feb 27, 2022 | Class A Common Stock, $.01 par value | 20,294 | 20,294 | D |
Explanation of responses
- F1Due to an administrative oversight, the shares of Class A Common Stock of the Issuer underlying this previously granted 2016 performance-based restricted stock unit award should have been determined as of February 1, 2017, but was actually certified on March 1, 2017.
- F2Represents the number of underlying shares of Class A Common Stock of the Issuer earned in accordance with the Issuer's attainment of pre-determined financial performance targets established under its GVA methodology on the previously granted 2016 performance-based restricted stock unit award. The aforementioned award was also subject to time-based vesting, and vested on February 26, 2017.
- F3All shares are held in a joint account with spouse.
- F4These shares were surrendered to Genesee & Wyoming Inc. for the payment of taxes in connection with the vesting of the previously granted 2016 performance-based restricted stock unit award.
- F5These shares were surrendered to Genesee & Wyoming Inc. for the payment of taxes in connection with the vesting of the previously granted restricted stock award.
- F6This annual restricted stock award was granted under Genesee & Wyoming Inc. Third Amended and Restated 2004 Omnibus Incentive Plan (the "Plan") and will vest in three equal annual installments, beginning February 28, 2018.
- F7This annual option award was granted under the Plan and will vest in three equal annual installments, beginning February 28, 2018.