0001181431-11-057975.txt : 20111130 0001181431-11-057975.hdr.sgml : 20111130 20111130161359 ACCESSION NUMBER: 0001181431-11-057975 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111128 FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FULLER MORTIMER B III CENTRAL INDEX KEY: 0001032793 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 111234116 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd326783.xml VPF 11-28-2011 X0304 4 2011-11-28 0 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH CT 06830 1 0 0 0 Contract to Sell 0 2011-11-28 4 J 0 1 A 2012-11-28 2012-11-28 Class A Common Stock, $.01 par value 50000 1 D On November 28, 2011, Mr. Fuller entered into a Variable Prepaid Forward transaction with Credit Suisse Capital LLC relating to 50,000 shares of Genesee & Wyoming Inc. Common Stock, which contract expires on November 28, 2012, and for which Mr. Fuller received net proceeds of $2,387,407. Under the terms of the contract, Mr. Fuller has agreed to deliver shares of Class B Common Stock (which are immediately convertible 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 (or on an earlier date if the contract is terminated early) as follows: (i) if the Final Price is less than or equal to the Floor Price ($55.85 per share), 50,000 shares; (ii) if the Final Price is 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; (iii) if the final Price is greater than the Cap Price, then a number of shares equal to 50,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. In connection with the contract, Mr. Fuller has pledged 50,000 shares of Class B Common Stock to secure his obligations under the contract. Under the contract, in lieu of delivery of shares,Mr. Fuller may, at his option, settle the contract by delivery of cash. The shares pledged pursuant to the contract represent approximately 3 percent of the 1,653,081 of the Class A Common Stock and Class B Common Stock beneficially owned by Mr. Fuller in the aggregate. Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III 2011-11-30