Sec Form 4 Filing - FULLER MORTIMER B III @ GENESEE & WYOMING INC - 2016-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FULLER MORTIMER B III
2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GENESEE & WYOMING INC., 20 WEST AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2016
(Street)
DARIEN, CT06820
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Class A Common Stock, $.01 par value 12/16/2016 C 28,000 A 53,677 D
Class A Common Stock, $.01 par value 12/20/2016 S 28,000 D $ 71.44 ( 2 ) ( 3 ) 25,677 D
Class A Common Stock, $.01 par value 28,530 I By trust ( 4 )
Class A Common Stock, $0.01 par value 225.5 I By wife ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Class B Common Stock, $.01 par value ( 6 ) 12/16/2016 C 28,000 ( 6 ) ( 6 ) Class A Common Stock, $.01 par value 28,000 $ 0 ( 6 ) 638,573 ( 6 ) D
Class B Common Stock, $.01 par value ( 6 ) ( 6 ) ( 6 ) Class A Common Stock, $.01 par value ( 6 ) 54,000 ( 4 ) I By Trust ( 4 )
Class B Common Stock, $.01 par value ( 6 ) ( 6 ) ( 6 ) Class A Common Stock, $.01 par value ( 6 ) 2,748 ( 4 ) I By wife ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FULLER MORTIMER B III
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT06820
X
Signatures
Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller 12/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were received upon conversion of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
( 2 )The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported in this Form 4.
( 3 )Represents the weighted average sales price for the price increments ranging from $71.02 to $71.98.
( 4 )Held by trusts of which Mr. Fuller is trustee for the benefit of members of Mr. Fuller's family. Mr. Fuller disclaims beneficial ownership of these shares.
( 5 )These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.
( 6 )This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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