UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-31456
GENESEE & WYOMING INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-0984624
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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20 West Avenue
Darien, Connecticut 06820
Tel: (203) 202-8900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Class A common stock, par value $0.01 per share
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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☒
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Rule 12g-4(a)(2)
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☐
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Rule 12h-3(b)(1)(i)
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☒
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Rule 12h-3(b)(1)(ii)
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☐
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Rule 15d-6
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☐
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Rule 15d-22(b)
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☐
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Approximate number of holders of record as of the certification or notice date: One.*
* On December 30, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 1, 2019, among Genesee & Wyoming Inc. (the
“Company”), DJP XX, LLC (“Parent”) and MKM XXII Corp., a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a
subsidiary of Parent.