Statement of Changes in Beneficial Ownership (4)

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
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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

1. Name and Address of Reporting Person ^* Gallagher Timothy J	2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [ GWR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) C/O GENESEE & WYOMING INC., 20 WEST AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/30/2019
(Street) DARIEN, CT 06820 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.01 par value	12/30/2019		D⁽¹⁾⁽²⁾		61340 ⁽²⁾	D	$112.00 ⁽¹⁾	0	D
Class A Common Stock, $0.01 par value	12/30/2019		A⁽¹⁾⁽³⁾		12795	A	$0.00	12795	D
Class A Common Stock, $0.01 par value	12/30/2019		D⁽¹⁾⁽³⁾		12795	D	$112.00 ⁽¹⁾⁽³⁾	0	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$103.10	12/30/2019		D			4838	⁽⁴⁾	2/26/2020	Class A Common Stock, $0.01 par value	4838	$8.90 ⁽⁴⁾	0	D
Stock Option (Right to Buy)	$82.34	12/30/2019		D			5868	⁽⁴⁾	5/28/2020	Class A Common Stock, $0.01 par value	5868	$29.66 ⁽⁴⁾	0	D
Stock Option (Right to Buy)	$68.38	12/30/2019		D			5828	⁽⁴⁾	8/30/2020	Class A Common Stock, $0.01 par value	5828	$43.62 ⁽⁴⁾	0	D
Stock Option (Right to Buy)	$69.27	12/30/2019		D			6226	⁽⁴⁾	11/29/2020	Class A Common Stock, $0.01 par value	6226	$42.73 ⁽⁴⁾	0	D
Stock Option (Right to Buy)	$57.12	12/30/2019		D			24186	⁽⁵⁾	2/25/2021	Class A Common Stock, $0.01 par value	24186	$54.88 ⁽⁵⁾	0	D
Stock Option (Right to Buy)	$74.14	12/30/2019		D			22259	⁽⁶⁾	2/27/2022	Class A Common Stock, $0.01 par value	22259	$37.86 ⁽⁶⁾	0	D
Stock Option (Right to Buy)	$69.53	12/30/2019		D			23180	⁽⁷⁾	2/27/2025	Class A Common Stock, $0.01 par value	23180	$42.47 ⁽⁷⁾	0	D

Explanation of Responses:
(1)	On December 30, 2019, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019 (the "Merger Agreement"), among Genesee & Wyoming Inc. ("G&W"), DJP XX, LLC ("Parent"), and MKM XXII Corp. ("Merger Sub"), Merger Sub was merged with and into G&W (the "Merger") with G&W surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, upon completion of the Merger, each share of G&W common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "Merger Consideration") and time-based vesting conditions of each (i) unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") and (ii) previously earned performance-based restricted stock units ("PSUs") were deemed satisfied and accelerated in full and each Stock Unit and earned PSU was cancelled and entitled the holder to receive the Merger Consideration.
(2)	Included in the table above are a total of 24,527 Stock Units and earned PSUs which were accelerated in connection with the Merger.
(3)	The reporting person was previously granted PSUs which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding PSUs were deemed immediately vested, PSUs with respect to a performance period beginning January 1, 2019 and ending December 31, 2021 were deemed earned based on target-level performance and all other PSUs were deemed earned based on the actual performance achieved. Each earned PSU was cancelled and entitled the holder to receive an amount in cash equal to the number of shares subject to the earned PSU multiplied by the Merger Consideration.
(4)	These options which provided for vesting in three equal annual installments, beginning February 27, 2016, were cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
(5)	This option which provided for vesting in three equal annual installments, beginning February 28, 2017, was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
(6)	This option which provided for vesting in three equal annual installments, beginning February 28, 2018, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.
(7)	This option which provided for vesting in three equal annual installments, beginning February 28, 2019, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gallagher Timothy J C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN, CT 06820			Chief Financial Officer