Sec Form 4 Filing - CONTI P SCOTT @ PROVIDENCE & WORCESTER RAILROAD CO/RI/ - 2016-11-01

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 and COO (Last) (First) (Middle) 75 HAMMOND STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2016 (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 Common Stock 11/01/2016 M 12,000 A 24,846 D Common Stock 11/01/2016 D 12,000 D $ 25 ( 2 ) 12,846 D Common Stock 11/01/2016 D 12,846 D $ 25 ( 2 ) 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) $ 13.7 11/01/2016 D 8,000 01/18/2017( 3 ) 01/18/2026 Common Stock 8,000 $ 11.3 ( 4 ) ( 5 ) 0 D Stock Option (right to buy) $ 18.09 11/01/2016 D 838 07/02/2015 01/02/2025 Common Stock 838 $ 6.91 ( 4 ) ( 6 ) 0 D Stock Option (right to buy) $ 19.55 11/01/2016 D 844 07/02/2014 01/02/2024 Common Stock 844 $ 5.45 ( 4 ) ( 7 ) 0 D Stock Option (right to buy) $ 13.96 11/01/2016 D 704 07/02/2013 01/02/2023 Common Stock 704 $ 11.04 ( 4 ) ( 8 ) 0 D Stock Option (right to buy) $ 11.4 11/01/2016 D 716 07/03/2012 01/03/2022 Common Stock 716 $ 13.6 ( 4 ) ( 9 ) 0 D Stock Option (right to buy) $ 16.75 11/01/2016 D 715 07/03/2011 01/03/2021 Common Stock 715 $ 8.25 ( 4 ) ( 10 ) 0 D Stock Option (right to buy) $ 10.75 11/01/2016 D 618 07/04/2010 01/04/2020 Common Stock 618 $ 14.25 ( 4 ) ( 11 ) 0 D Stock Option (right to buy) $ 11.99 11/01/2016 D 570 07/02/2009 01/02/2019 Common Stock 570 $ 13.01 ( 4 ) ( 12 ) 0 D Stock Option (right to buy) $ 16.72 11/01/2016 D 465 07/02/2008 01/02/2018 Common Stock 465 $ 8.28 ( 4 ) ( 13 ) 0 D Stock Option (right to buy) $ 19.5 11/01/2016 D 440 07/02/2007 01/02/2017 Common Stock 440 $ 5.5 ( 4 ) ( 14 ) 0 D Restricted Stock Unit ( 1 ) 11/01/2016 M 12,000 ( 1 ) 01/03/2025 Common Stock 12,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONTI P SCOTT 75 HAMMOND STREET WORCESTER, MA01610 X President and COO Signatures /s/ P. Scott Conti 11/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $300,000.00. ( 2 )Disposed of for $25.00 per share in cash pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement", among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W. ( 3 )This non-qualified stock option grant, which provided for vesting in 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, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement. ( 4 )This option was cancelled pursuant to the terms of the Merger Agreement. ( 5 )The reporting person received $90,400.00 as consideration for the cancellation. ( 6 )The reporting person received $5,790.58 as consideration for the cancellation. ( 7 )The reporting person received $4,599.80 as consideration for the cancellation. ( 8 )The reporting person received $2,980.80 as consideration for the cancellation. ( 9 )The reporting person received $9,737.60 as consideration for the cancellation. ( 10 )The reporting person received $5,898.75 as consideration for the cancellation. ( 11 )The reporting person received $8,806.50 as consideration for the cancellation. ( 12 )The reporting person received $7,415.70 as consideration for the cancellation. ( 13 )The reporting person received $3,850.20 as consideration for the cancellation. ( 14 )The reporting person received $2,420.00 as consideration for the cancellation.

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