SEC Form 4 · accession 0001209191-16-147857

· PWX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Frank K Rogers

Officer — Vice President and CCO

Period of report

Nov 1, 2016

Accepted (ET)

Nov 2, 2016 · 3:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000831968

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Nov 1, 2016	M	10,500	—	A	13,115	D
Common Stock^F2	Nov 1, 2016	D	10,500	$25.00	D	2,615	D
Common Stock^F2	Nov 1, 2016	D	2,615	$25.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4,F5,F3	$13.70	Nov 1, 2016	D	7,000	D	Jan 18, 2017	Jan 18, 2026	Common Stock	7,000	D
Stock Option (right to buy)^F4,F6	$18.09	Nov 1, 2016	D	446	D	Jul 2, 2015	Jan 2, 2025	Common Stock	446	D
Stock Option (right to buy)^F4,F7	$19.55	Nov 1, 2016	D	351	D	Jul 2, 2014	Jan 2, 2024	Common Stock	351	D
Stock Option (right to buy)^F4,F8	$13.96	Nov 1, 2016	D	335	D	Jul 2, 2013	Jan 2, 2023	Common Stock	335	D
Stock Option (right to buy)^F4,F9	$11.40	Nov 1, 2016	D	328	D	Jul 3, 2012	Jan 3, 2022	Common Stock	328	D
Stock Option (right to buy)^F4,F10	$16.75	Nov 1, 2016	D	326	D	Jul 3, 2011	Jan 3, 2021	Common Stock	326	D
Stock Option (right to buy)^F4,F11	$10.75	Nov 1, 2016	D	351	D	Jul 4, 2010	Jan 4, 2020	Common Stock	351	D
Stock Option (right to buy)^F4,F12	$11.99	Nov 1, 2016	D	257	D	Jul 2, 2009	Jan 2, 2019	Common Stock	257	D
Stock Option (right to buy)^F4,F13	$16.72	Nov 1, 2016	D	272	D	Jul 2, 2008	Jan 2, 2018	Common Stock	272	D
Stock Option (right to buy)^F4,F14	$19.50	Nov 1, 2016	D	249	D	Jul 2, 2007	Jan 2, 2017	Common Stock	249	D

Explanation of responses

F1Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $262,500.00.
F10The reporting person received $2,689.50 as consideration for the cancellation.
F11The reporting person received $5,001.75 as consideration for the cancellation.
F12The reporting person received $3,343.57 as consideration for the cancellation.
F13The reporting person received $2,252.16 as consideration for the cancellation.
F14The reporting person received $1,369.50 as consideration for the cancellation.
F2Disposed of for $25.00 per share in cash pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement", among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W.
F3This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement.
F4This option was cancelled pursuant to the terms of the Merger Agreement.
F5The reporting person received $79,100.00 as consideration for the cancellation.
F6The reporting person received $3,081.86 as consideration for the cancellation.
F7The reporting person received $1,912.95 as consideration for the cancellation.
F8The reporting person received $3,698.40 as consideration for the cancellation.
F9The reporting person received $4,460.80 as consideration for the cancellation.