Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-062144
Date:2019-12-30
Issuer: GENESEE & WYOMING INC (GWR)
Original Submission Date:

Reporting Person:

SCUDDER MARK A
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, $.01 PAR VALUE 2019-12-30 D 55,271 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
Footnotes
IDfootnote
f1 on december 30, 2019, in connection with the acquisition of genesee & wyoming inc. ("g&w") by brookfield infrastructure and gic, pursuant to an agreement and plan of merger, dated as of july 1, 2019, among 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 unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("stock units") were deemed satisfied and accelerated in full and each stock unit was cancelled and entitled the holder to receive the merger consideration.
f2 included in the table above are a total of 1,161 stock units which were accelerated in connection with the merger.
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