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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/02/2011 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, $0.01 par value | 12/01/2011 | C | 3,564 | A | (1) | 29,948 | D | |||
Class A Common Stock, $0.01 par value | 12/01/2011 | G | V | 3,564 | D | $0 | 26,384 | D | ||
Class A Common Stock, $0.01 par value | 5,955.5 | I(2) | By wife(2) | |||||||
Class B Common Stock, $0.01 par value | 1,175,529(3) | D | ||||||||
Class B Common Stock, $0.01 par value | 5,748(3) | I(2) | By wife(2) | |||||||
Class B Common Stock, $0.01 par value | 247,870(3) | I(4) | By Grantor Retained Annuity Trust(4) | |||||||
Class B Common Stock, $0.01 par value | 154,930(3) | I(5) | By Grantor Retained Annuity Trust(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock, $.01 par value | (3) | 12/01/2011 | C | 3,564 | (3) | (3) | Class A Common Stock, $.01 par value | 3,564 | $0(3) | 1,175,529(3) | D |
Explanation of Responses: |
1. These shares were received upon conversion of Class B Common Stock held by Mr. Fuller. 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. 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. |
4. These shares are held in a Grantor Retained Annuity Trust, of which Mr. Fuller is the trustee. |
5. These shares are held in a second Grantor Retained Annuity Trust, of which Mr. Fuller is the trustee. |
Remarks: |
This Form 4A is being filed to amend the Form 4 filed for Mr. Fuller on December 2, 2011 to reflect (i) a corrected number of shares of Class B Common Stock converted to Class A Common Stock (the "Conversion"), (ii) a corrected number of shares of Class B Common Stock beneficially owned by Mr. Fuller following the Conversion, and (iii) a corrected number of shares of Class A Common Stock acquired by Mr. Fuller resulting from the Conversion, and subsequently disposed of by Mr. Fuller in the form of a gift. |
Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III | 04/03/2012 | |
** 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 4 (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. |