SEC Form 4 · accession 0001209191-17-050377
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
Aug 25, 2017
Accepted (ET)
Aug 28, 2017 · 4:17 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 | Aug 25, 2017 | M | 14,235 | $63.56 | A | 405,639 | D | |
| Class A Common Stock, $.01 par valueF2,F3 | Aug 25, 2017 | S | 13,947 | $66.46 | D | 391,692 | D | |
| Class A Common Stock, $.01 par valueF4 | 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)F5 | $63.56 | Aug 25, 2017 | M | 14,235 | D | — | Aug 30, 2017 | Class A Common Stock, $.01 par value | 14,235 | 0 | D |
| Class B Common Stock, $.01 par valueF6 | — | holding | — | — | — | — | — | Class A Common Stock, $.01 par value | — | 1,872 | D |
Explanation of responses
- F1The sales reported in this Form 4 were associated with expiring options and effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 1, 2015.
- 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 $66.20 to $66.95.
- F4Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
- F5This option award was granted under the Genesee & Wyoming Inc. Third Amended and Restated 2004 Omnibus Incentive Plan and vested in three equal installments, beginning February 28, 2013.
- F6This 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.