Sec Form 4 Filing - Leeson Lorie @ GREENBRIER COMPANIES INC - 2013-10-28

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
Leeson Lorie
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 & Treasurer
(Last) (First) (Middle)
C/O GREENBRIER COMPANIES,, ONE CENTERPOINTE DRIVE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2013
(Street)
LAKE OSWEGO, OR97035-8612
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
Common stock - GBX 10/28/2013 D 72 ( 1 ) D $ 0 33,060.794 ( 2 ) D
Common stock - GBX 10/29/2013 S( 3 ) 1,545 D $ 25.9 31,515.794 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leeson Lorie
C/O GREENBRIER COMPANIES,
ONE CENTERPOINTE DRIVE, SUITE 200
LAKE OSWEGO, OR97035-8612
SVP & Treasurer
Signatures
/s/ Lorie L. LeesonBy Robert W. ShankAttorney-in-fact 10/29/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Issuer achieved performance between the threshold level and the target level against the adjusted EBITDA performance target, and did not meet the threshold level of performance against the working capital performance target, and therefore 98.1% of 2011 performance-based restricted shares vested, i.e. 3,678 shares as of the determination date, October 28, 2013, and 72 shares were cancelled.
( 2 )Amount of securities beneficially owned following reported transaction(s) includes 46.047514 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired in Ocrober 2013.
( 3 )Sale of shares was executed pursuant to sales plan adopted August 30, 2011 and intended to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.

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