0001209191-19-062154.txt : 20191230 0001209191-19-062154.hdr.sgml : 20191230 20191230165850 ACCESSION NUMBER: 0001209191-19-062154 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: Miller Michael O CENTRAL INDEX KEY: 0001753560 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 191317166 MAIL ADDRESS: STREET 1: C/O GENESEE & WYOMING INC. STREET 2: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 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 0001753560 Miller Michael O C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN CT 06820 0 1 0 0 President, North America Class A Common Stock, $0.01 par value 2019-12-09 5 G 0 E 2020 0.00 D 31174 D Class A Common Stock, $0.01 par value 2019-12-30 4 D 0 31174 112.00 D 0 D Class A Common Stock, $0.01 par value 2019-12-30 4 A 0 11365 0.00 A 11365 D Class A Common Stock, $0.01 par value 2019-12-30 4 D 0 11365 112.00 D 0 D Stock Option (Right to Buy) 103.10 2019-12-30 4 D 0 3527 8.90 D 2020-02-26 Class A Common Stock, $0.01 par value 3527 0 D Stock Option (Right to Buy) 82.34 2019-12-30 4 D 0 4277 29.66 D 2020-05-28 Class A Common Stock, $0.01 par value 4277 0 D Stock Option (Right to Buy) 68.38 2019-12-30 4 D 0 4249 43.62 D 2020-08-30 Class A Common Stock, $0.01 par value 4249 0 D Stock Option (Right to Buy) 69.27 2019-12-30 4 D 0 4538 42.73 D 2020-11-29 Class A Common Stock, $0.01 par value 4538 0 D Stock Option (Right to Buy) 57.21 2019-12-30 4 D 0 20150 54.88 D 2021-02-25 Class A Common Stock, $0.01 par value 20150 0 D Stock Option (Right to Buy) 74.14 2019-12-30 4 D 0 16226 37.86 D 2022-02-27 Class A Common Stock, $0.01 par value 16226 0 D Stock Option (Right to Buy) 69.53 2019-12-30 4 D 0 16226 42.47 D 2025-02-27 Class A Common Stock, $0.01 par value 16226 0 D On December 30, 2019, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019 (the "Merger Agreement"), among Genesee & Wyoming Inc. ("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 (i) unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") and (ii) previously earned performance-based restricted stock units ("PSUs") were deemed satisfied and accelerated in full and each Stock Unit and earned PSU was cancelled and entitled the holder to receive the Merger Consideration. Included in the table above are a total of 22,894 Stock Units and earned PSUs which were accelerated in connection with the Merger. The reporting person was previously granted PSUs which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding PSUs were deemed immediately vested, PSUs with respect to a performance period beginning January 1, 2019 and ending December 31, 2021 were deemed earned based on target-level performance and all other PSUs were deemed earned based on the actual performance achieved. Each earned PSU was cancelled and entitled the holder to receive an amount in cash equal to the number of shares subject to the earned PSU multiplied by the Merger Consideration. These options which provided for vesting in three equal annual installments, beginning February 27, 2016, were cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option. This option which provided for vesting in three equal annual installments, beginning February 28, 2017, was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option. This option which provided for vesting in three equal annual installments, beginning February 28, 2018, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option. This option which provided for vesting in three equal annual installments, beginning February 28, 2019, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option. Allison M. Fergus, Attorney-in-Fact for Michael O. Miller 2019-12-30