SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FULLER MORTIMER B III

(Last)

(First)

(Middle)

C/O GENESEE & WYOMING INC.

66 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

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)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $.01 par value								29,171⁽¹⁾	D
Class B Common Stock, $.01 par value	12/15/2004		J		230,000⁽²⁾	A	$7.2593	1,652,841⁽²⁾	D
Class A Common Stock, $.01 par value								6,393	I⁽³⁾	By Wife⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Third Party Stock Option (Right to Buy)	$7.2593	12/15/2004		J			115,000⁽²⁾	07/14/2000	06/29/2005	Class B Common Stock, $.01 par value	297,802⁽²⁾⁽⁴⁾	$0	182,802⁽²⁾⁽⁴⁾	D
Third Party Stock Option (Right to Buy)	$7.2593	12/15/2004		J			115,000⁽²⁾	07/18/2000	06/29/2005	Class B Common Stock, $.01 par value	297,802⁽²⁾⁽⁴⁾	$0	182,802⁽²⁾⁽⁴⁾	D
Stock Option (Right to Buy)	$4.8889							04/14/2004	04/13/2005	Class A Common Stock, $.01 par value	10,724⁽⁵⁾		10,724⁽⁵⁾	D
Stock Option (Right to Buy)	$7.7611							⁽⁶⁾	04/05/2006	Class A Common Stock, $.01 par value	21,587⁽⁶⁾		21,587⁽⁶⁾	D
Stock Option (Right to Buy)	$7.0555							⁽⁷⁾	04/05/2006	Class A Common Stock, $.01 par value	15,698⁽⁷⁾		15,698⁽⁷⁾	D
Stock Option (Right to Buy)	$15.66							⁽⁸⁾	05/22/2007	Class A Common Stock, $.01 par value	7,026⁽⁸⁾		7,026⁽⁸⁾	D
Stock Option (Right to Buy)	$14.2333							⁽⁹⁾	05/22/2007	Class A Common Stock, $.01 par value	56,724⁽⁹⁾		56,724⁽⁹⁾	D
Stock Option (Right to Buy)	$14.94							⁽¹⁰⁾	07/30/2008	Class A Common Stock, $.01 par value	68,307⁽¹⁰⁾		68,307⁽¹⁰⁾	D
Stock Option (Right to Buy)	$16.434							⁽¹¹⁾	07/30/2008	Class A Common Stock, $.01 par value	6,693⁽¹¹⁾		6,693⁽¹¹⁾	D
Stock Option (Right to Buy)	$23.45							⁽¹²⁾	05/11/2009	Class A Common Stock, $.01 par value	56,250⁽¹²⁾		56,250⁽¹²⁾	D
Contract to Sell⁽¹³⁾	$0⁽¹⁴⁾							03/08/2007	03/08/2007	Class A Common Stock, $.01 par value	225,000⁽¹⁴⁾⁽¹⁵⁾		1	D
Contract to Sell⁽¹⁶⁾	$0⁽¹⁷⁾							12/03/2007	12/03/2007	Class A Common Stock, $.01 par value	225,000⁽¹⁵⁾⁽¹⁷⁾		1	D

Explanation of Responses:

1. This amount includes 7,725 restricted stock units granted under the Genesee & Wyoming Inc. 2004 Omnibus Incentive Plan. Each restricted stock unit represents the right to receive one share of Genesee & Wyoming Inc. Class A Common Stock. The restricted stock units vest pro rata with respect to one-third of the shares subject to the restricted stock unit award on the first, second and third anniversaries of the date of grant. As the restricted stock units vest, the corresponding number of shares of Class A Common Stock will be issued to Mr. Fuller.

2. The Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock.

3. These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.

4. This option, previously reported by Mr. Fuller, was granted to Mr. Fuller by a third party in a negotiated transaction. Mr. Fuller holds an irrevocable proxy to vote these shares.

5. This option was previously reported by Mr. Fuller.

6. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 7,419 shares on 4/6/04 and 14,168 shares on 4/6/05.

7. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 15,697 shares on 4/6/02 (exercised on 11/20/03), 15,697 shares on 4/6/03 (exercised on 11/20/03), 15,697 shares on 4/6/04 (exercised on 6/1/04) and 15,698 shares on 4/6/05.

8. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 2 shares on 5/23/05 and 7,024 shares on 5/23/06.

9. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 15,938 shares on 5/23/03, 15,937 shares on 5/23/04, 15,936 shares on 5/23/05 and 8,913 shares on 5/23/06.

10. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 17,076 shares on 7/31/04, 17,077 shares on 7/31/05, 17,077 shares on 7/31/06 and 17,077 shares on 7/31/07.

11. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 6,693 shares on 7/31/07.

12. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 18,750 shares on 5/12/05, 18,750 shares on 5/12/06 and 18,750 shares on 5/12/07.

13. On March 8, 2004, Mr. Fuller entered into a Variable Prepaid Forward transaction with Credit Suisse First Boston Capital LLC relating to 225,000 shares of Class B Common Stock, which contract expires on 3/08/07, and for which Mr. Fuller received net proceeds of $4,707,937.

14. Under the terms of the contract, Mr. Fuller has agreed to deliver shares of Class B Common Stock (which are immediately convertible into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract (or on an earlier date if the contract is terminated early) as follows: (i) if the Final Price is less than or equal to the Floor Price ($23.91 per share), 225,000 shares; (ii) if the Final Price is less than or equal to the Cap Price ($29.8917 per share), but greater than the Floor Price, then a number of shares equal to 225,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 225,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price.

15. In connection with the contract, Mr. Fuller has pledged 225,000 shares of Class B Common Stock to secure his obligation under the contract. Under the contract, in lieu of delivery of shares, Mr. Fuller may, at his option, settle the contract by delivery of cash.

16. On December 1, 2004, Mr. Fuller entered into a Variable Prepaid Forward transaction with Credit Suisse First Boston Capital LLC relating to 225,000 shares of Class B Common Stock, which contract expires on 12/3/07, and for which Mr. Fuller received net proceeds of $5,355,405.

17. Under the terms of the contract, Mr. Fuller has agreed to deliver shares of Class B Common Stock (which are immediately convertible into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract (or on an earlier date if the contract is terminated early) as follows: (i) if the Final Price is less than or equal to the Floor Price ($27.28 per share), 225,000 shares; (ii) if the Final Price is less than or equal to the Cap Price ($34.10 per share), but greater than the Floor Price, then a number of shares equal to 225,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 225,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price.

Remarks:

	Virginia M. Reeves, Attorney-in-fact for Mortimer B. Fuller, III	12/16/2004
	** Signature of Reporting Person	Date
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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