0001209191-19-062134.txt : 20191230 0001209191-19-062134.hdr.sgml : 20191230 20191230164510 ACCESSION NUMBER: 0001209191-19-062134 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191230 FILED AS OF DATE: 20191230 DATE AS OF CHANGE: 20191230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bott Richard Harold CENTRAL INDEX KEY: 0001559364 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 191317038 MAIL ADDRESS: STREET 1: 34 ISLAND DRIVE CITY: RYE STATE: NY ZIP: 10580 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: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2032028900 MAIL ADDRESS: STREET 1: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-30 1 0001012620 GENESEE & WYOMING INC GWR 0001559364 Bott Richard Harold C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN CT 06820 1 0 0 0 Class A Common Stock, $.01 par value 2019-12-30 4 D 0 23981 112.00 D 0 D On December 30, 2019, in connection with the acquisition of Genesee & Wyoming Inc. ("G&W") by Brookfield Infrastructure and GIC, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019, among G&W, DJP XX, LLC ("Parent") and MKM XXII Corp. ("Merger Sub"), Merger Sub was merged with and into G&W (the "Merger") with G&W surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, upon completion of the Merger, each share of G&W common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "Merger Consideration") and time-based vesting conditions of each unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") were deemed satisfied and accelerated in full and each Stock Unit was cancelled and entitled the holder to receive the Merger Consideration. Included in the table above are a total of 1,161 Stock Units which were accelerated in connection with the Merger. Allison M. Fergus, Attorney-in-Fact for Richard H. Bott 2019-12-30