0001181431-12-062838.txt : 20121206 0001181431-12-062838.hdr.sgml : 20121206 20121206161709 ACCESSION NUMBER: 0001181431-12-062838 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121204 FILED AS OF DATE: 20121206 DATE AS OF CHANGE: 20121206 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: 121246898 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 rrd362482.xml DECEMBER CONVERSIONS/TRUST X0306 4 2012-12-04 0 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH CT 06830 1 0 0 0 Class A Common Stock, $.01 par value 2012-12-04 4 C 0 7000 A 12955.5 I By wife Class A Common Stock, $.01 par value 2012-12-04 4 G 0 12730 0 D 225.5 I By wife Class A Common Stock, $.01 par value 2012-12-04 4 G 0 12730 0 A 12730 I By trust Class A Common Stock, $.01 par value 2012-12-05 4 C 0 21000 A 38244 D Class A Common Stock, $.01 par value 2012-12-06 4 C 0 38523 A 76767 D Class A Common Stock, $.01 par value 2012-12-06 4 J 1 38523 0 D 38244 D Class B Common Stock, $.01 par value 2012-12-04 4 C 0 7000 0 D Class A Common Stock, $.01 par value 7000 2748 I By wife Class B Common Stock, $.01 par value 2012-12-05 4 C 0 21000 0 D Class A Common Stock, $.01 par value 21000 1101746 D Class B Common Stock, $.01 par value 2012-12-06 4 C 0 38523 0 D Class A Common Stock, $.01 par value 38523 1063223 D Contract to Sell 2012-12-06 4 J 1 50000 0 D 2012-11-28 2012-11-28 Class A Common Stock, $.01 par value 50000 0 D The shares were received upon conversion of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares. Held by a trust of which Mr. Fuller is trustee for the benefit of a family member of Mr. Fuller. Mr. Fuller disclaims beneficial ownership of these shares. On December 6, 2012, Mr. Fuller settled a variable prepaid forward contract that was entered into on November 28, 2011 with Credit Suisse Capital LLC ("Credit Suisse"), relating to 50,000 shares of Common Stock of the Company, which contract expired November 28, 2012. Mr. Fuller received net proceeds of $2,387,407 under the contract. Under the terms of the contract, Mr. Fuller agreed to deliver shares of Class B Common Stock (which would immediately convert 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 as follows: (continued in Footnotes 5 and 6 below.) (a) if the final price was less than or equal to the floor price ($55.85 per share), 50,000 shares; (b) if the final price was 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; and (c) if the final price was greater than the cap price, then a number of shares equal to 50,000 shares multiplied by a fraction, the numerator of which was the sum of the floor price and the difference between the final price and the cap price, and the denominator of which was the final price. (Continued in Footnote 6 below.) On November 28, 2012, the final price under the contract was $72.9894. Accordingly, on December 6, 2012 Mr. Fuller transferred to Credit Suisse 38,523 shares of Class A Common Stock. 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. Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III 2012-12-06