FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hannan Walter T. 		2. Issuer Name and Ticker or Trading Symbol

GREENBRIER COMPANIES INC [ GBX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP & CHRO
(Last)          (First)          (Middle)

C/O THE GREENBRIER COMPANIES, INC., ONE CENTERPOINTE DRIVE, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2018
(Street)

LAKE OSWEGO, OR 97035
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common stock - GBX   1/31/2018     M    6652   (1) A $0.00   8892.236   (2) D    
Common stock - GBX   1/31/2018     F    2214   (3) D $50.45   6678.236   D    
Common stock - GBX   1/31/2018     M    2459   (1) A $0.00   7913   I   By Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units     (4) 1/31/2018     M         9111   (5)     (5)   (5) Common Stock   9111   $0.00   9628   D    

Explanation of Responses:
(1)  Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 22, 2015, March 30, 2016, March 27, 2017 and the terms of the Retirement Agreement dated January 31, 2018 (the "Retirement Agreement"), 1,483, 4,000 and 3,628 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on January 31, 2018.
(2)  Amount of securities beneficially owned following reported transaction(s) includes 10.2631 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired on various dates and reflect acquisitions through January 2018.
(3)  Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 22, 2015, March 30, 2016 and March 27, 2017 common shares otherwise issuable to the Reporting Person upon vesting of the award were surrendered to the Company to settle the statutory withholding tax obligation incurred upon vesting of the award.
(4)  Each RSU represents a contingent right to receive one share of GBX common stock.
(5)  Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 22, 2015, March 30, 2016, March 27, 2017 and the terms of the Retirement Agreement dated January 31, 2018 (the "Retirement Agreement"), 1,483, 4,000 and 3,628 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on January 31, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hannan Walter T.
C/O THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE, SUITE 200
LAKE OSWEGO, OR 97035

SVP & CHRO

Signatures
/s/ Walter T. Hannan By Feng C. Grove Attorney-in-fact 2/2/2018
** 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 control number.
Greenbrier Companies (NYSE:GBX)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Greenbrier Companies Charts.
Greenbrier Companies (NYSE:GBX)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Greenbrier Companies Charts.