Sec Form 4 Filing - Miller Michael O @ GENESEE & WYOMING INC - 2019-12-30

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 Miller Michael O 2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [ GWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, North America (Last) (First) (Middle) C/O GENESEE & WYOMING INC., 20 WEST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2019 (Street) DARIEN, CT06820 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 12/09/2019 G V 2,020 D $ 0 31,174 D Class A Common Stock, $0.01 par value 12/30/2019 D( 1 )( 2 ) 31,174 ( 2 ) D $ 112 ( 1 ) 0 D Class A Common Stock, $0.01 par value 12/30/2019 A( 1 )( 3 ) 11,365 A $ 0 11,365 D Class A Common Stock, $0.01 par value 12/30/2019 D( 1 )( 3 ) 11,365 D $ 112 ( 1 ) ( 3 ) 0 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 Stock Option (Right to Buy) $ 103.1 12/30/2019 D 3,527 ( 4 ) 02/26/2020 Class A Common Stock, $0.01 par value 3,527 $ 8.9 ( 4 ) 0 D Stock Option (Right to Buy) $ 82.34 12/30/2019 D 4,277 ( 4 ) 05/28/2020 Class A Common Stock, $0.01 par value 4,277 $ 29.66 ( 4 ) 0 D Stock Option (Right to Buy) $ 68.38 12/30/2019 D 4,249 ( 4 ) 08/30/2020 Class A Common Stock, $0.01 par value 4,249 $ 43.62 ( 4 ) 0 D Stock Option (Right to Buy) $ 69.27 12/30/2019 D 4,538 ( 4 ) 11/29/2020 Class A Common Stock, $0.01 par value 4,538 $ 42.73 ( 4 ) 0 D Stock Option (Right to Buy) $ 57.21 12/30/2019 D 20,150 ( 5 ) 02/25/2021 Class A Common Stock, $0.01 par value 20,150 $ 54.88 ( 5 ) 0 D Stock Option (Right to Buy) $ 74.14 12/30/2019 D 16,226 ( 6 ) 02/27/2022 Class A Common Stock, $0.01 par value 16,226 $ 37.86 ( 6 ) 0 D Stock Option (Right to Buy) $ 69.53 12/30/2019 D 16,226 ( 7 ) 02/27/2025 Class A Common Stock, $0.01 par value 16,226 $ 42.47 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller Michael O C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN, CT06820 President, North America Signatures Allison M. Fergus, Attorney-in-Fact for Michael O. Miller 12/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 30, 2019, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019 (the "Merger Agreement"), among Genesee & Wyoming Inc. ("G&W"), DJP XX, LLC ("Parent"), and MKM XXII Corp. ("Merger Sub"), Merger Sub was merged with and into G&W (the "Merger") with G&W surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, upon completion of the Merger, each share of G&W common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "Merger Consideration") and time-based vesting conditions of each (i) unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") and (ii) previously earned performance-based restricted stock units ("PSUs") were deemed satisfied and accelerated in full and each Stock Unit and earned PSU was cancelled and entitled the holder to receive the Merger Consideration. ( 2 )Included in the table above are a total of 22,894 Stock Units and earned PSUs which were accelerated in connection with the Merger. ( 3 )The reporting person was previously granted PSUs which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding PSUs were deemed immediately vested, PSUs with respect to a performance period beginning January 1, 2019 and ending December 31, 2021 were deemed earned based on target-level performance and all other PSUs were deemed earned based on the actual performance achieved. Each earned PSU was cancelled and entitled the holder to receive an amount in cash equal to the number of shares subject to the earned PSU multiplied by the Merger Consideration. ( 4 )These options which provided for vesting in three equal annual installments, beginning February 27, 2016, were cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option. ( 5 )This option which provided for vesting in three equal annual installments, beginning February 28, 2017, was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option. ( 6 )This option which provided for vesting in three equal annual installments, beginning February 28, 2018, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option. ( 7 )This option which provided for vesting in three equal annual installments, beginning February 28, 2019, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.

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