Sec Form 4 Filing - RITTENBAUM MARK J @ GREENBRIER COMPANIES INC - 2015-10-29

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 RITTENBAUM MARK J 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) EVP & CFO (Last) (First) (Middle) C/O GREENBRIER COMPANIES,, ONE CENTERPOINTE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2015 (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 10/29/2015 M 19,880 ( 1 ) A $ 0 120,071 D Common stock - GBX 10/29/2015 F 7,226 ( 2 ) D $ 35.79 112,845 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 Restricted Stock Units ( 3 ) 10/29/2015 M 10,063 ( 4 ) ( 4 ) ( 4 ) Common Stock 10,063 $ 0 32,654 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RITTENBAUM MARK J C/O GREENBRIER COMPANIES, ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO, OR97035-8612 EVP & CFO Signatures /s/ Mark J. RittenbaumBy Feng C. GroveAttorney-in-fact 10/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 28, 2013, the Reporting Person was awarded 10,063 performance-based restricted stock units ("RSUs"), including 5,032 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 5,031 RSUs subject to vesting based on the issuer's achievement of ROIC performance objectives. The issuer achieved performance at stretch levels against the adjusted EBITDA performance objective and achieved performance between target and stretch levels against the ROIC performance objectives, resulting in vesting of 200% and 195.1% of the adjusted EBITDA and ROIC RSUs, respectively. Accordingly, a total of 19,880 performance-based RSUs vested as of the determination date, October 29, 2015, and 19,880 shares of the Company's common stock were issued to the Reporting Person. ( 2 )Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 28, 2013, common shares otherwise issuable to the Reporting Person upon vesting of the award were surrendered to the Company to settle the statutory withholding tax obligation incurred upon vesting of the award. ( 3 )Each RSU represents a contingent right to receive one share of GBX common stock. ( 4 )Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 28, 2013, 10,063 RSUs vested on October 29, 2015.

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