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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| HELLMANN JOHN C |
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2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [GWR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Exec. Officer & Pres.
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C/O GENESEE & WYOMING INC., 20 WEST AVENUE |
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2019 |
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DARIEN, CT 06820 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock, $.01 par value | 11/21/2019 |
| M |
| 23,234 | A |
$98.59 | 444,892 | D |
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| Class A Common Stock, $.01 par value | 11/21/2019 |
| S (1) |
| 21,888 | D |
$111.38 (2) (3) | 423,004 | D |
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| Class A Common Stock, $.01 par value |
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| 55,555 | I | By Trust (4) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Stock Option (Right to Buy) |
$98.59 | 11/21/2019 |
| M |
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| 23,234 |
(5) | 11/27/2019 | Class A Common Stock, $.01 par value | 23,234 |
$
0
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0
| D |
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| Class B Common Stock, $.01 par value | (6) |
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(6) |
(6) | Class A Common Stock, $.01 par value | (6) |
| 1,872 (6) | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HELLMANN JOHN C
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT 06820 |
X
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Chief Exec. Officer & Pres. |
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Signatures
| Allison M. Fergus, Attorney-in-Fact for John C. Hellmann | |
11/22/2019 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | 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. |
| (2) | Represents the weighted average sales price for the price increments ranging from $111.30 to $111.48. |
| (3) | 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. |
| (4) | Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann. |
| (5) | 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. |
| (6) | 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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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