SEC Form 4 · accession 0001209191-17-016163
GENESEE & WYOMING INC · GWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Gallagher
Officer — Chief Financial Officer
Period of report
Feb 1, 2017
Accepted (ET)
Mar 1, 2017 · 7:18 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 | 2,457 | $0.00 | A | 52,863 | D | |
| Class A Common Stock, $.01 par valueF3 | Feb 26, 2017 | F | 844 | $73.41 | D | 52,019 | D | |
| Class A Common Stock, $.01 par valueF4 | Feb 27, 2017 | F | 613 | $74.70 | D | 51,406 | D | |
| Class A Common Stock, $.01 par valueF4 | Feb 28, 2017 | F | 477 | $74.14 | D | 50,929 | D | |
| Class A Common Stock, $.01 par valueF5 | Feb 28, 2017 | A | 2,918 | $0.00 | A | 53,847 | 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)F6 | $74.14 | Feb 28, 2017 | A | 22,259 | D | — | Feb 27, 2022 | Class A Common Stock, $.01 par value | 22,259 | 22,259 | 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 the previously granted restricted stock award.
- 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 annual option award was granted under the Plan and will vest in three equal annual installments, beginning February 28, 2018.