Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on July 19, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GATX Corporation

(Exact name of registrant as specified in its charter)


New York		36-1124040
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

222 West Adams Street

Chicago, Illinois 60606-5413

(Address of principal executive offices)

GATX Corporation Amended and Restated 2012 Incentive Award Plan

(full title of the plan)

Copy to:

Deborah A. Golden

Executive Vice President, General Counsel and Corporate Secretary

GATX Corporation

222 West Adams Street

Chicago, Illinois 60606-5413

(312) 621-6200

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.625 per share	3,500,000 shares	$62.105	$217,367,500	$25,192.90

(1)

This Registration Statement registers 3,500,000 shares of Common Stock, par value $0.625 per share (the “Common Stock”), of GATX Corporation (the “Company”) for issuance pursuant to the GATX Corporation Amended and Restated 2012 Incentive Award Plan (the “Plan”), which shares were reserved for issuance under the Plan after being approved by the Company’s shareholders at the Company’s 2017 annual meeting of shareholders. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind or other like change in capital structure.

(2)	Estimated in accordance with Rules 457(c) and (h) of the Securities Act for the purpose of calculating the registration fee on the basis of $62.105 per share, which is the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on July 14, 2017.

EXPLANATORY NOTE

The Company previously registered an aggregate of 3,500,000 shares of its Common Stock issuable under the GATX Corporation 2012 Incentive Award Plan (the “Existing Plan”). On February 21, 2017, the Company’s Board of Directors adopted the Plan as an amendment, restatement and continuation of the Existing Plan and increased the number of shares of Common Stock available for issuance under the Plan from 3,500,000 to 7,000,000, which the Company’s shareholders approved on May 5, 2017. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register such additional shares of Common Stock which may be issued under the Plan.

The contents of the registration statement on Form S-8 (File No. 333-182219) previously filed with the Securities and Exchange Commission (the “Commission”) on June 19, 2012 by the Company and relating to the registration of shares of Common Stock for issuance under the Existing Plan are hereby incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information