SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Harkness Eric D.

(Last)

(First)

(Middle)

222 W. ADAMS ST.

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2015

3. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GMT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Treas. & Chief Risk Off.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,104.05	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock-Settled Stock Appreciation Right	03/04/2010⁽¹⁾	03/04/2016	Common Stock	1,800	$16.685	D
Stock-Settled Stock Appreciation Right	01/28/2011⁽¹⁾	01/28/2017	Common Stock	2,100	$26.155	D
Stock-Settled Stock Appreciation Right	01/27/2012⁽¹⁾	01/27/2018	Common Stock	2,900	$33.935	D
Stock-Settled Stock Appreciation Right	01/26/2013⁽¹⁾	01/26/2019	Common Stock	2,400	$44.015	D
Stock-Settled Stock Appreciation Right	01/24/2014⁽¹⁾	01/24/2020	Common Stock	2,900	$45.891	D
Stock-Settled Stock Appreciation Right	01/30/2015⁽¹⁾	01/30/2021	Common Stock	2,600	$58.345	D
Stock-Settled Stock Appreciation Right	01/29/2016⁽¹⁾	01/29/2022	Common Stock	3,200	$56.91	D

Explanation of Responses:

1. 33.33% of Stock-Settled Stock Appreciation Right granted may be exercised commencing 1 year from the date of the grant, an additional 33.33% commencing 2 years from the date of the grant and the remaining 33.34% commencing 3 years from the date of the grant.

Remarks:

Exhibit List: Exhibit 1 - Confirming Statement

	Lisa M. Ibarra, by Power of Attorney on behalf of Eric D. Harkness	02/06/2015
	** 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 5 (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).
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