Sec Form 4 Filing - FULLER MORTIMER B III @ GENESEE & WYOMING INC - 2012-11-26

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)
66 FIELD POINT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2012
(Street)
GREENWICH, CT06830
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, $0.01 par value 11/26/2012 M 22 A $ 42.99 17,266 D
Class A Common Stock, $0.01 par value 11/26/2012 M 583 A $ 31.82 17,849 D
Class A Common Stock, $0.01 par value 11/26/2012 M 5,069 A $ 31.38 22,918 D
Class A Common Stock, $0.01 par value 11/26/2012 S 5,674 D $ 73.26 ( 1 ) ( 2 ) 17,244 D
Class A Common Stock, $0.01 par value 11/27/2012 M 36 A $ 42.99 17,280 D
Class A Common Stock, $0.01 par value 11/27/2012 M 30,075 A $ 39.08 47,355 D
Class A Common Stock, $0.01 par value 11/27/2012 M 3,980 A $ 22.98 51,335 D
Class A Common Stock, $0.01 par v alue 11/27/2012 M 3,978 A $ 20.89 55,313 D
Class A Common Stock, $0.01 par value 11/27/2012 M 4,949 A $ 28.92 60,262 D
Class A Common Stock, $0.01 par value 11/27/2012 M 5,182 A $ 31.12 65,444 D
Class A Common Stock, $0.01 par value 11/27/2012 S 17,124 D ( 1 ) ( 3 ) $ 72.63 48,320 D
Class A Common Stock, $0.01 par value 11/27/2012 S 30,576 D $ 73.25 ( 1 ) ( 4 ) 17,744 D
Class A Common Stock, $0.01 par value 11/27/2012 S 500 D $ 74.31 ( 1 ) ( 5 ) 17,244 D
Class A Common Stock, $0.01 par value 11/28/2012 M 2,500 A $ 42.99 19,744 D
Class A Common Stock, $0.01 par value 11/28/2012 S 2,500 D $ 72.2 ( 1 ) ( 6 ) 17,244 D
Class A Common Stock, $0.01 par value 5,955.5 I ( 7 ) By wife ( 7 )
Class B Common Stock, $0.01 par value 1,124,863 ( 8 ) D
Class B Common Stock, $0.01 par value 5,748 ( 8 ) I ( 7 ) By wife ( 7 )
Class B Common Stock, $0.01 par value 98,675 ( 8 ) I ( 9 ) By Grantor Retained Annuity Trust ( 9 )
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
Stock Option (Right to Buy) $ 42.99 11/26/2012 M 22 ( 10 ) 05/26/2013 Class A Common Stock, $0.01 par value 22 $ 0 2,536 D
Stock Option (Right to Buy) $ 31.82 11/26/2012 M 583 ( 11 ) 05/28/2014 Class A Common Stock, $0.01 par value 583 $ 0 0 D
Stock Option (Right to Buy) $ 31.38 11/26/2012 M 5,069 ( 12 ) 08/30/2014 Class A Common Stock, $0.01 par value 5,069 $ 0 0 D
Stock Option (Right to Buy) $ 42.99 11/27/2012 M 36 ( 13 ) 05/26/2013 Class A Common Stock, $0.01 par value 36 $ 0 2,500 D
Stock Option (Right to Buy) $ 39.08 11/27/2012 M 30,075 ( 14 ) 05/26/2013 Class A Common Stock, $0.01 par value 30,075 $ 0 0 D
Stock Option (Right to Buy) $ 22.98 11/27/2012 M 3,980 ( 15 ) 02/26/2014 Class A Common Stock, $0.01 par value 3,980 $ 0 0 D
Stock Option (Right to Buy) $ 20.89 11/27/2012 M 3,978 ( 16 ) 02/26/2014 Class A Common Stock, $0.01 par value 3,978 $ 0 0 D
Stock Option (Right to Buy $ 28.92 11/27/2012 M 4,949 ( 17 ) 05/28/2014 Class A Common Stock, $0.01 par value 4,949 $ 0 0 D
Stock Option (Right to Buy $ 31.12 11/27/2012 M 5,182 ( 18 ) 11/29/2014 Class A Common Stock, $0.01 par value 5,182 $ 0 0 D
Stock Option (Right to Buy $ 42.99 11/28/2012 M 2,500 ( 19 ) 05/26/2013 Class A Common Stock, $0.01 par value 2,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FULLER MORTIMER B III
66 FIELD POINT ROAD
GREENWICH, CT06830
X
Signatures
Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III 11/28/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 on this Form 4.
( 2 )Represents the weighted average sales price for the price increments ranging from $73.08 to $73.48.
( 3 )Represents the weighted average sales price for the price increments ranging from $71.97 to $72.96.
( 4 )Represents the weighted average sales price for the price increments ranging from $72.97 to $73.95.
( 5 )Represents the weighted average sales price for the price increments ranging from $74.01 to $74.50.
( 6 )Represents the weighted average sales price for the price increments ranging from $71.74 to $72.60.
( 7 )These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.
( 8 )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.
( 9 )These shares are held in a Grantor Retained Annuity Trust, of which Mr. Fuller is the trustee.
( 10 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested on May 27, 2011.
( 11 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested on February 27, 2012.
( 12 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in three equal installments beginning February 27, 2010.
( 13 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested on May 27, 2011.
( 14 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in three equal installments beginning May 27, 2009.
( 15 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in two installments beginning February 27, 2011.
( 16 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in two installments beginning February 27, 2010.
( 17 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in three equal installments beginning February 27, 2010.
( 18 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested in three equal installments beginning February 27, 2010.
( 19 )This option award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan and vested on May 27, 2011.

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