Initial Statement of Beneficial Ownership (3)
October 02 2018 - 5:35PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Miller Michael O
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2018
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3. Issuer Name
and
Ticker or Trading Symbol
GENESEE & WYOMING INC [GWR]
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(Last)
(First)
(Middle)
C/O GENESEE & WYOMING INC., 20 WEST AVENUE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
President, North America /
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(Street)
DARIEN, CT 06820
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Class A Common Stock, $.01 par value
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23851
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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(2)
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11/28/2018
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Class A Common Stock, $.01 par value
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1496
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$96.20
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D
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Stock Option (Right to Buy)
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(2)
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2/27/2019
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Class A Common Stock, $.01 par value
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3728
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$98.92
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D
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Stock Option (Right to Buy)
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(2)
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5/29/2019
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Class A Common Stock, $.01 par value
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3614
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$97.35
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D
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Stock Option (Right to Buy)
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(2)
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8/28/2019
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Class A Common Stock, $.01 par value
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3992
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$98.33
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D
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Stock Option (Right to Buy)
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(2)
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11/27/2019
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Class A Common Stock, $.01 par value
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3711
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$98.59
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D
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Stock Option (Right to Buy)
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(2)
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2/26/2020
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Class A Common Stock, $.01 par value
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3527
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$103.10
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D
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Stock Option (Right to Buy)
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(2)
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5/28/2020
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Class A Common Stock, $.01 par value
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4277
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$82.34
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D
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Stock Option (Right to Buy)
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(2)
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8/30/2020
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Class A Common Stock, $.01 par value
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4249
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$68.38
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D
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Stock Option (Right to Buy)
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(2)
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11/29/2020
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Class A Common Stock, $.01 par value
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4538
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$69.27
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D
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Stock Option (Right to Buy)
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(3)
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2/25/2021
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Class A Common Stock, $.01 par value
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20150
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$57.12
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D
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Stock Option (Right to Buy)
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(4)
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2/27/2022
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Class A Common Stock, $.01 par value
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16226
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$74.14
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D
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Stock Option (Right to Buy)
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(5)
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2/27/2025
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Class A Common Stock, $.01 par value
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16226
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$69.53
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D
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Explanation of Responses:
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(1)
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This amount includes 13,241 shares of Class A Common Stock represented by unvested restricted stock granted under the Fourth Amended and Restated 2004 Omnibus Incentive Plan of Genesee & Wyoming Inc. (the "Plan"), of which 4,463 shares will vest on February 26, 2019, 1,548 shares will vest on February 28, 2019, 2,421 shares will vest on February 26, 2020, 1,548 shares will vest on February 28, 2020, 2,422 shares will vest on February 26, 2021 and 839 shares will vest on February 28, 2021.
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(2)
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This option award was granted under the Plan and is fully exercisable as of the date hereof.
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(3)
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This option award was granted under the Plan and is exercisable as to 13,433 of such shares as of the date hereof and will become exercisable as to 6,717 of such shares on February 26, 2019.
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(4)
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This option award was granted under the Plan and is exercisable as to 5,409 of such shares as of the date hereof and will become exercisable as to 5,408 of such shares on February 28, 2019 and 5,409 of such shares on February 28, 2020.
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(5)
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This option award was granted under the Plan and will become exercisable as to 5,409 shares on February 28, 2019, 5,408 shares on February 28, 2020 and 5,409 shares on February 28, 2021.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Miller Michael O
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT 06820
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President, North America
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Signatures
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Allison M. Fergus, Attorney-in-Fact for Michael O. Miller
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10/2/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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