Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-062153
Date:2019-12-30
Issuer: GENESEE & WYOMING INC (GWR)
Original Submission Date:

Reporting Person:

GALLAGHER TIMOTHY J
C/O GENESEE & WYOMING INC.
20 WEST AVENUE DARIEN, CT 06820

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK, $0.01 PAR VALUE 2019-12-30 D 61,340 d $112.00 0 direct
CLASS A COMMON STOCK, $0.01 PAR VALUE 2019-12-30 A 12,795 a $0.00 12,795 direct
CLASS A COMMON STOCK, $0.01 PAR VALUE 2019-12-30 D 12,795 d $112.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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) 103.1 2019-12-30 deemed execution date D 4,838 (d) 2020-02-26 class a common stock, $0.01 par value 4,838 $103.10 0 direct
STOCK OPTION (RIGHT TO BUY) 82.34 2019-12-30 deemed execution date D 5,868 (d) 2020-05-28 class a common stock, $0.01 par value 5,868 $82.34 0 direct
STOCK OPTION (RIGHT TO BUY) 68.38 2019-12-30 deemed execution date D 5,828 (d) 2020-08-30 class a common stock, $0.01 par value 5,828 $68.38 0 direct
STOCK OPTION (RIGHT TO BUY) 69.27 2019-12-30 deemed execution date D 6,226 (d) 2020-11-29 class a common stock, $0.01 par value 6,226 $69.27 0 direct
STOCK OPTION (RIGHT TO BUY) 57.12 2019-12-30 deemed execution date D 24,186 (d) 2021-02-25 class a common stock, $0.01 par value 24,186 $57.12 0 direct
STOCK OPTION (RIGHT TO BUY) 74.14 2019-12-30 deemed execution date D 22,259 (d) 2022-02-27 class a common stock, $0.01 par value 22,259 $74.14 0 direct
STOCK OPTION (RIGHT TO BUY) 69.53 2019-12-30 deemed execution date D 23,180 (d) 2025-02-27 class a common stock, $0.01 par value 23,180 $69.53 0 direct
Footnotes
IDfootnote
f1 on december 30, 2019, pursuant to an agreement and plan of merger, dated as of july 1, 2019 (the "merger agreement"), among genesee & wyoming inc. ("g&w"), djp xx, llc ("parent"), and mkm xxii corp. ("merger sub"), merger sub was merged with and into g&w (the "merger") with g&w surviving the merger as a wholly-owned subsidiary of parent. pursuant to the merger agreement, upon completion of the merger, each share of g&w common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "merger consideration") and time-based vesting conditions of each (i) unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("stock units") and (ii) previously earned performance-based restricted stock units ("psus") were deemed satisfied and accelerated in full and each stock unit and earned psu was cancelled and entitled the holder to receive the merger consideration.
f2 included in the table above are a total of 24,527 stock units and earned psus which were accelerated in connection with the merger.
f3 the reporting person was previously granted psus which provided for delivery of shares of common stock upon the achievement of specified performance criteria. pursuant to the merger agreement, immediately prior to the effective time of the merger, outstanding psus were deemed immediately vested, psus with respect to a performance period beginning january 1, 2019 and ending december 31, 2021 were deemed earned based on target-level performance and all other psus were deemed earned based on the actual performance achieved. each earned psu was cancelled and entitled the holder to receive an amount in cash equal to the number of shares subject to the earned psu multiplied by the merger consideration.
f4 these options which provided for vesting in three equal annual installments, beginning february 27, 2016, were cancelled in the merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
f5 this option which provided for vesting in three equal annual installments, beginning february 28, 2017, was cancelled in the merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
f6 this option which provided for vesting in three equal annual installments, beginning february 28, 2018, became vested immediately prior to the effective time of the merger and was cancelled in the merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the merger consideration over the exercise price per share of the option.
f7 this option which provided for vesting in three equal annual installments, beginning february 28, 2019, became vested immediately prior to the effective time of the merger and was cancelled in the merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the merger consideration over the exercise price per share of the option.
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