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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 12/30/19 |
Not Subject to Section 16: 1 |
Issuer: |
| Issuer CIK: 1012620 |
| Issuer Name: GENESEE & WYOMING INC |
| Issuer Trading Symbol: GWR |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1241524 |
| | Owner Name: HELLMANN JOHN C |
| Reporting Owner Address: |
| | Owner Street 1: C/O GENESEE & WYOMING INC. |
| | Owner Street 2: 20 WEST AVENUE |
| | Owner City: DARIEN |
| | Owner State: CT |
| | Owner ZIP Code: 06820 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Exec. Officer & Pres. |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 9/19/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 64,474 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 358,530 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 10/4/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 56,039 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 302,491 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 302,491 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 112.00 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 55,555 |
| | | Transaction Price Per Share: |
| Value: 112.00 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F4 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 46,386 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 46,386 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F4 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 46,386 |
| | | Transaction Price Per Share: |
| Value: 112.00 |
| Footnote ID: F1 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 103.10 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 17,858 |
| | | Transaction Price Per Share: |
| Value: 8.90 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 2/26/20 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 17,858 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 82.34 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 21,659 |
| | | Transaction Price Per Share: |
| Value: 29.66 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 5/28/20 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 21,659 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 68.38 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 21,515 |
| | | Transaction Price Per Share: |
| Value: 43.62 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 8/30/20 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 21,515 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 69.27 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 22,982 |
| | | Transaction Price Per Share: |
| Value: 42.73 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 11/29/20 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 22,982 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 57.12 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 89,280 |
| | | Transaction Price Per Share: |
| Value: 54.88 |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 2/25/21 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 89,280 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 74.14 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 82,167 |
| | | Transaction Price Per Share: |
| Value: 37.86 |
| Footnote ID: F7 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Value: 2/27/22 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 82,167 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 69.53 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 83,588 |
| | | Transaction Price Per Share: |
| Value: 42.47 |
| Footnote ID: F8 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Value: 2/27/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 83,588 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock, $0.01 par value |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | Transaction Date: |
| | | Value: 12/30/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F9 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,872 |
| | | Transaction Price Per Share: |
| Value: 112.00 |
| Footnote ID: F1 |
| Footnote ID: F9 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 1,872 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - 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. |
| Footnote - F2: Included in the table above are a total of 104,355 Stock Units and earned PSUs which were accelerated in connection with the Merger. |
| Footnote - F3: Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann. |
| Footnote - F4: 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. |
| Footnote - F5: 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. |
| Footnote - F6: 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. |
| Footnote - F7: 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. |
| Footnote - F8: 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. |
| Footnote - F9: 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: |
Owner Signature: |
| Signature Name: Allison M. Fergus, Attorney-in-Fact for John C. Hellmann |
| Signature Date: 12/30/19 |