FORM 4 |
UNITED 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, $.01 par value | 06/01/2004 | M | 67,500 | A | $3.6481 | 77,712 | D | |||
Class A Common Stock, $.01 par value | 06/01/2004 | S(1) | 67,500(1) | D | $21.5 | 10,212 | D | |||
Class B Common Stock, $.01 par value | 1,248(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $3.6481 | 06/01/2004 | M | 67,500 | 01/28/2004 | 01/27/2005 | Class A Common Stock, $.01 par value | 67,500(3) | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $4.4445 | 04/14/2004 | 04/13/2005 | Class A Common Stock, $.01 par value | 25,313(3) | 25,313(3) | D | ||||||||
Stock Option (Right to Buy) | $7.0555 | (4) | 04/05/2006 | Class A Common Stock, $.01 par value | 42,188(4) | 42,188(4) | D | ||||||||
Stock Option (Right to Buy) | $14.2333 | (5) | 05/22/2007 | Class A Common Stock, $.01 par value | 37,501(5) | 37,501(5) | D | ||||||||
Stock Option (Right to Buy) | $14.94 | (6) | 07/30/2008 | Class A Common Stock, $.01 par value | 45,000(6) | 45,000(6) | D | ||||||||
Stock Option (Right to Buy) | $23.45 | (7) | 05/11/2009 | Class A Common Stock, $.01 par value | 37,500(7) | 37,500(7) | D |
Explanation of Responses: |
1. These shares were sold by Mr. Hellmann pursuant to the underwriters' exercise of their over-allotment option under Genesee & Wyoming Inc.'s Registration Statement on Form S-3 (Registration No. 333-115088) and the Prospectus Supplement prepared in connection with such Registration Statement. The $21.50 sale price is the public offering price. This price does not reflect the underwriters' discount or other transactional costs. |
2. The 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. |
3. This option was previously reported by Mr. Hellmann. |
4. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 10,545 shares on 4/6/02, 10,548 shares on 4/6/03, 10,547 shares on 4/6/04 and 10,548 shares on 4/6/05. |
5. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 9,375 shares on 5/23/03, 9,375 shares on 5/23/04, 9,375 shares on 5/23/05 and 9,376 shares on 5/23/06. |
6. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 11,250 shares on 7/31/04, 11,250 shares on 7/31/05, 11,250 shares on 7/31/06 and 11,250 shares on 7/31/07. |
7. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 12,500 shares on 5/12/05, 12,500 shares on 5/12/06 and 12,500 shares on 5/12/07. |
Remarks: |
John C. Hellmann | 06/02/2004 | |
** Signature of Reporting Person | Date | |
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. |