SEC FORM 4

SEC Form 4

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^*

FULLER MORTIMER B III

(Last)

(First)

(Middle)

66 FIELD POINT ROAD

(Street)

GREENWICH

06830

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $.01 par value	12/04/2012		C		7,000	A	⁽¹⁾	12,955.5	I	By wife⁽²⁾
Class A Common Stock, $.01 par value	12/04/2012		G		12,730	D	$0	225.5	I	By wife⁽²⁾
Class A Common Stock, $.01 par value	12/04/2012		G		12,730	A	$0	12,730	I	By trust⁽³⁾
Class A Common Stock, $.01 par value	12/05/2012		C		21,000	A	⁽¹⁾	38,244	D
Class A Common Stock, $.01 par value	12/06/2012		C		38,523	A	⁽¹⁾	76,767	D
Class A Common Stock, $.01 par value	12/06/2012		J/K⁽⁴⁾⁽⁵⁾⁽⁶⁾		38,523	D	$0	38,244	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, $.01 par value	⁽⁷⁾	12/04/2012		C			7,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, $.01 par value	7,000	$0⁽⁷⁾	2,748⁽⁷⁾	I	By wife⁽²⁾
Class B Common Stock, $.01 par value	⁽⁷⁾	12/05/2012		C			21,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, $.01 par value	21,000	$0⁽⁷⁾	1,101,746⁽⁷⁾	D
Class B Common Stock, $.01 par value	⁽⁷⁾	12/06/2012		C			38,523	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, $.01 par value	38,523	$0⁽⁷⁾	1,063,223⁽⁷⁾	D
Contract to Sell	⁽⁴⁾	12/06/2012		J/K⁽⁴⁾⁽⁵⁾⁽⁶⁾			50,000	11/28/2012	11/28/2012	Class A Common Stock, $.01 par value	50,000	$0	0	D

Explanation of Responses:

1. The shares were received upon conversion of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

2. These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.

3. Held by a trust of which Mr. Fuller is trustee for the benefit of a family member of Mr. Fuller. Mr. Fuller disclaims beneficial ownership of these shares.

4. On December 6, 2012, Mr. Fuller settled a variable prepaid forward contract that was entered into on November 28, 2011 with Credit Suisse Capital LLC ("Credit Suisse"), relating to 50,000 shares of Common Stock of the Company, which contract expired November 28, 2012. Mr. Fuller received net proceeds of $2,387,407 under the contract. Under the terms of the contract, Mr. Fuller agreed to deliver shares of Class B Common Stock (which would immediately convert into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract as follows: (continued in Footnotes 5 and 6 below.)

5. (a) if the final price was less than or equal to the floor price ($55.85 per share), 50,000 shares; (b) if the final price was less than or equal to the cap price ($72.60 per share), but greater than the floor price, then a number of shares equal to 50,000 times the floor price divided by the final price; and (c) if the final price was greater than the cap price, then a number of shares equal to 50,000 shares multiplied by a fraction, the numerator of which was the sum of the floor price and the difference between the final price and the cap price, and the denominator of which was the final price. (Continued in Footnote 6 below.)

6. On November 28, 2012, the final price under the contract was $72.9894. Accordingly, on December 6, 2012 Mr. Fuller transferred to Credit Suisse 38,523 shares of Class A Common Stock.

7. 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.

	Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III	12/06/2012
	** Signature of Reporting Person	Date
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