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