| Accession Number: | 0001209191-19-057784 |
| Date: | 2019-11-21 |
| Issuer: | GENESEE & WYOMING INC (GWR) |
| Original Submission Date: |
HELLMANN JOHN C
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT 06820
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCK, $.01 PAR VALUE | 2019-11-21 | M | 23,234 | a | $98.59 | 444,892 | direct | ||
| CLASS A COMMON STOCK, $.01 PAR VALUE | 2019-11-21 | S | 21,888 | d | $111.38 | 423,004 | direct | ||
| CLASS A COMMON STOCK, $.01 PAR VALUE | 2019-11-21 | 0 | $0.00 | 55,555 | indirect | f4 |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION (RIGHT TO BUY) | 98.59 | 2019-11-21 | deemed execution date | M | 23,234 (d) | 2019-11-27 | class a common stock, $.01 par value 23,234 | $98.59 | 0 | direct | ||
| CLASS B COMMON STOCK, $.01 PAR VALUE | 0.0 | 2019-11-21 | deemed execution date | 0 ( ) | class a common stock, $.01 par value | $0.00 | 1,872 | direct |
| ID | footnote |
|---|---|
| f1 | the sales reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on march 10, 2018. |
| f2 | represents the weighted average sales price for the price increments ranging from $111.30 to $111.48. |
| f3 | the 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 on this form 4. |
| f4 | held by a trust of which mr. hellmann is investment trustee for the benefit of family members of mr. hellmann. |
| f5 | this option award was granted under the genesee & wyoming inc. fourth amended and restated 2004 omnibus incentive plan and vested in three equal annual installments, beginning february 28, 2015. |
| f6 | this 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. |
