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Hellmann John C – ‘4’ for 12/30/19 re: Genesee & Wyoming Inc.

On:  Monday, 12/30/19, at 4:59pm ET   ·   For:  12/30/19   ·   Accession #:  1209191-19-62156   ·   File #:  1-31456

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/30/19  Hellmann John C                   4                      1:25K  Genesee & Wyoming Inc.            DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      3K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HELLMANN JOHN C

(Last)(First)(Middle)
C/O GENESEE & WYOMING INC.
20 WEST AVENUE

(Street)
DARIENCT06820

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
XOfficer (give title below) Other (specify below)
Chief Exec. Officer & Pres.
3. Date of Earliest Transaction (Month/Day/Year)
12/30/19
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock, $0.01 par value 9/19/19GV64,474D$0.00358,530D
Class A Common Stock, $0.01 par value 10/4/19GV56,039D$0.00302,491D
Class A Common Stock, $0.01 par value 12/30/19D (1) (2) 302,491 (1)D$112 (1)0D
Class A Common Stock, $0.01 par value 12/30/19D (1) (2) 55,555D$112 (1)0IBy Trust (3)
Class A Common Stock, $0.01 par value 12/30/19A (1) (4) 46,386A$0.0046,386D
Class A Common Stock, $0.01 par value 12/30/19D (1) (4) 46,386D$112 (1) (4)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$103.1 12/30/19D 17,858 (5) 2/26/20Class A Common Stock, $0.01 par value17,858$8.9 (5)0D
Stock Option (Right to Buy)$82.34 12/30/19D 21,659 (5) 5/28/20Class A Common Stock, $0.01 par value21,659$29.66 (5)0D
Stock Option (Right to Buy)$68.38 12/30/19D 21,515 (5) 8/30/20Class A Common Stock, $0.01 par value21,515$43.62 (5)0D
Stock Option (Right to Buy)$69.27 12/30/19D 22,982 (5) 11/29/20Class A Common Stock, $0.01 par value22,982$42.73 (5)0D
Stock Option (Right to Buy)$57.12 12/30/19D 89,280 (6) 2/25/21Class A Common Stock, $0.01 par value89,280$54.88 (6)0D
Stock Option (Right to Buy)$74.14 12/30/19D 82,167 (7) 2/27/22Class A Common Stock, $0.01 par value82,167$37.86 (7)0D
Stock Option (Right to Buy)$69.53 12/30/19D 83,588 (8) 2/27/25Class A Common Stock, $0.01 par value83,588$42.47 (8)0D
Class B Common Stock, $0.01 par value (9) 12/30/19D (1) (9) 1,872 (9) (9)Class A Common Stock, $0.01 par value1,872$112 (1) (9)0D
Explanation of Responses:
(1)  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.
(2)  Included in the table above are a total of 104,355 Stock Units and earned PSUs which were accelerated in connection with the Merger.
(3)  Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
(4)  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.
(5)  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.
(6)  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.
(7)  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.
(8)  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.
(9)  This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock was freely convertible into one share of Class A Common Stock.
Remarks:
Allison M. Fergus, Attorney-in-Fact for John C. Hellmann 12/30/19
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Codes:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
    G    Bona fide gift.

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