Sec Form 4 Filing - SHARP JAMES T @ GREENBRIER COMPANIES INC - 2016-12-31

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 SHARP JAMES T 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 and President, GLC (Last) (First) (Middle) C/O THE GREENBRIER COMPANIES, INC., ONE CENTERPOINTE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2016 (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 12/31/2016 M 6,894 ( 1 ) A $ 0 6,894 D Common stock - GBX 12/31/2016 F 2,752 ( 2 ) D $ 41.55 4,142 D Common stock - GBX 12/31/2016 M 3,775 ( 1 ) A $ 0 10,592 I By Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees

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 ) 12/31/2016 M 10,669 ( 4 ) ( 4 ) Common Stock 10,669 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHARP JAMES T C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO, OR97035-8612 EVP and President, GLC Signatures s/ James T. SharpBy Feng C. GroveAttorney-in-fact 01/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 5, 2014, May 22, 2015 and the terms of the Separation and Consulting Agreement dated May 10, 2016 (the "Separation Agreement"), 1,568 and 4,333 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on December 31, 2016. Pursuant to the terms of the Separation Agreement, 4,768 performance-based restricted stock units granted on May 22, 2015 vested at target levels with a pro-rata number of shares issued to the Reporting Person based on the 22-month period of the performance period during which the Reporting Person remained employed. Receipt of 3,775 of these common shares were deferred by the Reporting Person pursuant to the Issuer's Nonqualified Deferred Compensation Plan. Receipt of 3,775 of these common shares were deferred by the Reporting Person pursuant to the Issuer's Nonqualified Deferred Compensation Plan. ( 2 )Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 5, 2014, May 22, 2015 and the terms of the Separation and Consulting Agreement dated May 10, 2016, 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 Agreements dated May 5, 2014, May 22, 2015 and the terms of the Separation and Consulting Agreement dated May 10, 2016 (the "Separation Agreement"), 1,568 and 4,333 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on December 31, 2016. Pursuant to the terms of the Separation Agreement, 4,768 performance-based restricted stock units granted on May 22, 2015 vested at target levels with a pro-rata number of shares issued to the Reporting Person based on the 22-month period of the performance period during which the Reporting Person remained employed. Receipt of 3,775 of these common shares were deferred by the Reporting Person pursuant to the Issuer's Nonqualified Deferred Compensation Plan.

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