SEC Form 4 · accession 0001209191-17-016162
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
Feb 1, 2017
Accepted (ET)
Mar 1, 2017 · 7:17 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 | Feb 1, 2017 | A | 9,069 | $0.00 | A | 353,514 | D | |
| Class A Common Stock, $.01 par valueF3 | Feb 26, 2017 | F | 4,438 | $74.31 | D | 349,076 | D | |
| Class A Common Stock, $.01 par valueF4 | Feb 27, 2017 | F | 3,220 | $74.70 | D | 345,856 | D | |
| Class A Common Stock, $.01 par valueF4 | Feb 28, 2017 | F | 2,847 | $74.14 | D | 343,009 | D | |
| Class A Common Stock, $.01 par valueF5 | Feb 28, 2017 | A | 10,772 | $0.00 | A | 353,781 | D | |
| Class A Common Stock, $.01 par valueF6 | Feb 28, 2017 | A | 35,416 | $0.00 | A | 389,197 | D | |
| Class A Common Stock, $.01 par valueF7 | 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)F8 | $74.14 | Feb 28, 2017 | A | 82,167 | A | — | Feb 27, 2022 | Class A Common Stock, $.01 par value | 82,167 | 82,167 | D |
| Class B Common Stock, $.01 par valueF9 | — | holding | — | — | — | — | — | Class A Common Stock, $.01 par value | — | 1,872 | 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.
- F3These 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.
- F4These shares were surrendered to Genesee & Wyoming Inc. for the payment of taxes in connection with the vesting of previously granted restricted stock awards.
- F5This 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.
- F6This retention restricted stock award was granted under the Plan and will vest in three equal installments, beginning February 28, 2020.
- F7Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
- F8This annual option award was granted under the Plan and will vest in three equal annual installments, beginning February 28, 2018.
- F9This 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.