FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, $.01 par value | 05/28/2004 | C | 3,668,478 | A | (1) | 3,668,478 | I | See footnote(2) | ||
Class A Common Stock, $.01 par value | 06/01/2004 | S(3) | 3,668,478 | D | $21.5 | 0 | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Senior Redeemable Convertible Preferred Stock | (4) | 05/28/2004 | C | 25,000 | (5) | (6) | Class A Common Stock | 3,668,478(1) | (1) | 0 | I | See footnote(2) |
Explanation of Responses: |
1. The 25,000 shares of Preferred Stock were convertible into 3,668,478 shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of such shares. |
2. By The 1818 Fund III, L.P. (the "1818 Fund III"). The Reporting Person is a general partner of the 1818 Fund III, and, as such, its pecuniary interest in the securities is limited to its percentage interest in such securities. The Reporting Person disclaims beneficial ownership of such securities. |
3. These shares were sold by the 1818 Fund III under Genessee & Wyoming Inc.'s Registration Statement on Form S-3 (Registration No. 333-115088) and the Prospectus Supplement prepared in connection with such Registration Statement. The $21.50 sale price is the public offering price. This price does not reflect the underwriters' discount or other transactional costs. |
4. $1,000 per share of Preferred Stock divided by the conversion price, set at approximately $6.815, but subject to adjustment. |
5. Immediate. |
6. Not Applicable. |
/s/ Lawrence C. Tucker for Brown Brothers Harriman & Co. | 07/16/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |