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^*

Diez John J.

(Last)

(First)

(Middle)

11690 N.W. 105TH STREET

(Street)

MIAMI

33178

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2015

3. Issuer Name and Ticker or Trading Symbol
RYDER SYSTEM INC [ R ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Ryder Dedicated

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	6,653⁽¹⁾	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 Option (right to buy)	02/10/2015	02/10/2019	Common Stock	1,600	$53.63	D
Stock Option (right to buy)	⁽²⁾	02/07/2023	Common Stock	2,573	$58.21	D
Stock Option (right to buy)	⁽³⁾	02/06/2024	Common Stock	6,695	$71.43	D
Stock Option (right to buy)	⁽⁴⁾	02/11/2025	Common Stock	13,000	$93.51	D
Performance-Based Restricted Stock Rights	⁽⁵⁾	⁽⁵⁾	Common Stock	482⁽⁶⁾	$0.00	D
Performance-Based Restricted Stock Rights	⁽⁷⁾	⁽⁷⁾	Common Stock	740⁽⁸⁾	$0.00	D
Performance-Based Restricted Stock Rights	⁽⁹⁾	⁽⁹⁾	Common Stock	2,565⁽¹⁰⁾	$0.00	D

Explanation of Responses:

1. Includes 465 time-based restricted stock rights that will vest on February 8, 2016, 705 time-based restricted stock rights that will vest on February 7, 2017 and 5,000 time-based restricted stock rights that will vest on May 1, 2017.

2. 1,286 stock options vested on February 8, 2015 and 1,287 stock options will vest on February 8, 2016.

3. 2,232 stock options vested on February 7, 2015, 2,231 stock options will vest on February 7, 2016 and 2,232 stock options will vest on February 7, 2017.

4. The stock options will vest in three equal installments on February 12, 2016, February 12, 2017 and February 12, 2018.

5. The performance cycle for the performance-based restricted stock rights (PBRSRs) is segmented into three performance periods. The performance cycle ends on December 31, 2015. All PBRSRs earned will vest upon Board approval in February 2016. Any unearned PBRSRs will be forfeited.

6. The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals. As of December 31, 2014, 327 PBRSRs have been earned.

7. The performance cycle for the performance-based restricted stock rights (PBRSRs) is segmented into three performance periods. The performance cycle ends on December 31, 2016. All PBRSRs earned will vest upon Board approval in February 2017. Any unearned PBRSRs will be forfeited.

8. The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals. As of December 31, 2014, 270 PBRSRs have been earned.

9. The performance cycle for the performance-based restricted stock rights (PBRSRs) is segmented into three performance periods. The performance cycle ends on December 31, 2017. All PBRSRs earned will vest upon Board approval in February 2018. Any unearned PBRSRs will be forfeited.

10. The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals.

Remarks:

	/s/Flora R. Perez by power of attorney	03/23/2015
	** 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).
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.