Sec Form 4 Filing - Sensing John S. @ RYDER SYSTEM INC - 2016-02-08

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
Sensing John S.
2. Issuer Name and Ticker or Trading Symbol
RYDER SYSTEM INC [ R]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Global Supply Chain
(Last) (First) (Middle)
11690 N.W. 105TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2016
(Street)
MIAMI, FL33178
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 02/08/2016 F( 1 ) 2,221 D $ 55.97 6,287 ( 2 ) D
Common Stock 02/10/2016 M 373 A $ 0 6,660 D
Common Stock 265 I By Ryder Employee Savings Plan
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
Performance-Based Restricted Stock Rights $ 0 02/10/2016 M 375 ( 3 ) ( 4 ) ( 4 ) Common Stock 0 $ 0 0 D
Stock Option (right to buy) $ 55.32 02/10/2016 A 22,350 ( 5 ) 02/09/2026 Common Stock 22,350 $ 0 22,350 D
Performance-Based Restricted Stock Rights $ 0 02/10/2016 A 5,060 ( 6 ) ( 7 ) ( 8 ) ( 8 ) Common Stock 5,060 $ 0 5,060 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sensing John S.
11690 N.W. 105TH STREET
MIAMI, FL33178
President, Global Supply Chain
Signatures
/s/ Julie A. Azuaje,by power of attorney 02/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of restricted stock rights on February 8, 2016.
( 2 )Includes 6 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan.
( 3 )With respect to the performance-based restricted stock rights (PBRSRs) for the first, second and third performance periods, 120 shares, 143 shares and 110 shares were earned, respectively.
( 4 )The performance cycle for the PBRSRs was segmented into three performance periods. The performance cycle ended on December 31, 2015. The PBRSRs earned for each performance period vested upon Board approval on February 10, 2016.
( 5 )The stock options vest in three equal installments on February 10, 2017, February 10, 2018 and February 10, 2019.
( 6 )The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals.
( 7 )This amount represents the number of shares that will be earned assuming target performance levels.
( 8 )The performance cycle for one half of the PBRSRs is segmented into three performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The performance cycle ends on December 31, 2018. PBRSRs that do not vest will be cancelled.

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).
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