Sec Form 4/A Filing - HELLMANN JOHN C @ GENESEE & WYOMING INC - 2018-02-01

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FORM 4/A
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
HELLMANN JOHN C
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
X __ Officer (give title below) _____ Other (specify below)
Chief Exec. Officer & Pres.
(Last) (First) (Middle)
C/O GENESEE & WYOMING INC., 20 WEST AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2018
(Street)
DARIEN, CT06820
4. If Amendment, Date Original Filed (MM/DD/YY)
03/07/2018
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 02/01/2018( 1 ) A 8,295 ( 1 ) A $ 0 404,667 ( 1 ) D
Class A Common Stock, $.01 par value 02/28/2019 F 1,282 ( 2 ) D $ 69.53 403,385 ( 3 ) D
Class A Common Stock, $.01 par value 55,555 I By Trust ( 4 )
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
HELLMANN JOHN C
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT06820
X Chief Exec. Officer & Pres.
Signatures
Allison M. Fergus, Attorney in fact for John C. Hellmann 03/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Form 4 originally filed on March 7, 2018 (the "Original Form 4") is being amended to correct the number of shares of common stock determined to have been earned on February 1, 2018, on the previously granted 2017 performance-based restricted stock unit award based upon Genesee & Wyoming Inc.'s attainment of pre-determined financial performance targets established under its GVA methodology as well as correcting the number of shares beneficially owned following the foregoing transaction. Following the certification of the achievement of performance criteria, the 2017 performance-based restricted stock unit award is subject to time-based vesting, and vests in three equal annual installments, beginning February 28, 2018.
( 2 )These shares were surrendered to Genesee & Wyoming Inc. for the payment of taxes in connection with the vesting of previously granted 2017 performance-based restricted stock unit awards.
( 3 )The Original Form 4 is also being amended to correct the number of shares beneficially owned following the other transaction reported in the Original Form 4.
( 4 )Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.

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