-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmMcEDcyhNDAK4DEAGiJ/aZvPLLYbmusVyVXM2SXC8Sr9XTV0KvYr5+Vn8K3YFOj 0eR0p2+QmiYjlfFkM7Luag== 0001192482-07-000514.txt : 20071205 0001192482-07-000514.hdr.sgml : 20071205 20071205110617 ACCESSION NUMBER: 0001192482-07-000514 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071203 FILED AS OF DATE: 20071205 DATE AS OF CHANGE: 20071205 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 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: 071285737 BUSINESS ADDRESS: BUSINESS PHONE: 203 629 3722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-12-03 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH CT 06830 1 1 0 0 Exec. Chrmn.&Chrmn.of the Bd. Contract to Sell 0 2007-12-03 4 J 0 1 D 2007-12-03 2007-12-03 Class A Common Stock, $.01 par value 337500 0 D Contract to Sell 0 2007-12-03 4 J 0 1 A 2008-12-24 2008-12-24 Class A Common Stock, $.01 par value 337500 1 D On December 3, 2007, Mr. Fuller amended and extended the previously reported Variable Prepaid Forward contract he entered into with Credit Suisse First Boston Capital LLC on December 1, 2004 relating to 337,500 shares of Genesee & Wyoming, Inc. ("GWI") Common Stock (originally 150,000 shares of GWI Common Stock, adjusted for subsequent stock splits), which contract was originally scheduled to expire on December 3, 2007. The amended contract extended the term of the contract to December 24, 2008 and reset the Cap Price and Floor Price per share. Mr. Fuller received net proceeds of $623,142 in connection with the amendment and extension. Under the terms of the amended 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 ($26.3449 per share), 337,500 shares; (ii) if the Final Price is less than or equal to the Cap Price ($31.6139 per share), but greater than the Floor Price, then a number of shares equal to 337,500 times the Floor Price divided by the Final Price; and (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 337,500 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 amended contract, Mr. Fuller has pledged 337,500 shares of Class B common stock to secure his obligation 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. Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller 2007-12-05 -----END PRIVACY-ENHANCED MESSAGE-----