Sec Form 4 Filing - CONTI P SCOTT @ PROVIDENCE & WORCESTER RAILROAD CO/RI/ - 2016-01-18

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 CONTI P SCOTT 2. Issuer Name and Ticker or Trading Symbol PROVIDENCE & WORCESTER RAILROAD CO/RI/ [ PWX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 75 HAMMOND STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2016 (Street) WORCESTER, MA01610 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

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 Non-Qualified Stock Options (right to buy) $ 13.7 01/18/2016 A 8,000 01/18/2017( 1 ) 01/18/2026 Common Stock 8,000 $ 0 8,000 D Restricted Stock Unit ( 2 ) 01/18/2016 A 12,000 ( 3 ) 01/03/2025 Common Stock 12,000 $ 0 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONTI P SCOTT 75 HAMMOND STREET WORCESTER, MA01610 X President Signatures /s/ P. Scott Conti 01/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This non-qualified stock option grant becomes exercisable in five annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021. ( 2 )Each restricted stock unit represents the contingent right to receive one share of the Registrant's common stock upon vesting. ( 3 )The restricted stock units vest upon the annual achievement of reductions in certain operating expense ratios and in accordance with the following schedule: ten 10% on the first anniversary of the date of grant, 20% upon the second anniversary of the date of grant, 30% upon the third anniversary of the date of grant, and 30% upon the fourth anniversary of the date of grant subject to acceleration in the event of early achievement of the aforementioned reductions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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