0001209191-16-147857.txt : 20161102 0001209191-16-147857.hdr.sgml : 20161102 20161102151050 ACCESSION NUMBER: 0001209191-16-147857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161101 FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE & WORCESTER RAILROAD CO/RI/ CENTRAL INDEX KEY: 0000831968 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 050344399 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 HAMMOND ST CITY: WORCESTER STATE: MA ZIP: 01610 BUSINESS PHONE: 5087554000 MAIL ADDRESS: STREET 1: PROVIDENCE & WORCESTER RAILROAD CO STREET 2: 75 HAMMOND STREET CITY: WORCESTER STATE: MA ZIP: 01610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rogers Frank K CENTRAL INDEX KEY: 0001345967 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12761 FILM NUMBER: 161967592 MAIL ADDRESS: STREET 1: 75 HAMMOND STREET CITY: WORCESTER STATE: MA ZIP: 01610 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-01 1 0000831968 PROVIDENCE & WORCESTER RAILROAD CO/RI/ PWX 0001345967 Rogers Frank K 75 HAMMOND STREET WORCESTER MA 01610 0 1 0 0 Vice President and CCO Common Stock 2016-11-01 4 M 0 10500 A 13115 D Common Stock 2016-11-01 4 D 0 10500 25.00 D 2615 D Common Stock 2016-11-01 4 D 0 2615 25.00 D 0 D Stock Option (right to buy) 13.70 2016-11-01 4 D 0 7000 11.30 D 2017-01-18 2026-01-18 Common Stock 7000 0 D Stock Option (right to buy) 18.09 2016-11-01 4 D 0 446 6.91 D 2015-07-02 2025-01-02 Common Stock 446 0 D Stock Option (right to buy) 19.55 2016-11-01 4 D 0 351 5.45 D 2014-07-02 2024-01-02 Common Stock 351 0 D Stock Option (right to buy) 13.96 2016-11-01 4 D 0 335 11.04 D 2013-07-02 2023-01-02 Common Stock 335 0 D Stock Option (right to buy) 11.40 2016-11-01 4 D 0 328 13.60 D 2012-07-03 2022-01-03 Common Stock 328 0 D Stock Option (right to buy) 16.75 2016-11-01 4 D 0 326 8.25 D 2011-07-03 2021-01-03 Common Stock 326 0 D Stock Option (right to buy) 10.75 2016-11-01 4 D 0 351 14.25 D 2010-07-04 2020-01-04 Common Stock 351 0 D Stock Option (right to buy) 11.99 2016-11-01 4 D 0 257 13.01 D 2009-07-02 2019-01-02 Common Stock 257 0 D Stock Option (right to buy) 16.72 2016-11-01 4 D 0 272 8.28 D 2008-07-02 2018-01-02 Common Stock 272 0 D Stock Option (right to buy) 19.50 2016-11-01 4 D 0 249 5.50 D 2007-07-02 2017-01-02 Common Stock 249 0 D Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $262,500.00. Disposed of for $25.00 per share in cash pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement", among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W. This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement. This option was cancelled pursuant to the terms of the Merger Agreement. The reporting person received $79,100.00 as consideration for the cancellation. The reporting person received $3,081.86 as consideration for the cancellation. The reporting person received $1,912.95 as consideration for the cancellation. The reporting person received $3,698.40 as consideration for the cancellation. The reporting person received $4,460.80 as consideration for the cancellation. The reporting person received $2,689.50 as consideration for the cancellation. The reporting person received $5,001.75 as consideration for the cancellation. The reporting person received $3,343.57 as consideration for the cancellation. The reporting person received $2,252.16 as consideration for the cancellation. The reporting person received $1,369.50 as consideration for the cancellation. /s/ Frank K. Rogers 2016-11-02