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^*

HELLMANN JOHN C

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2004

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	12/30/2004		M		25,313	A	$4.4445	35,525	D
Class B Common Stock, $.01 par value								1,248⁽¹⁾	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 (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)
Stock Option (Right to Buy)	$4.4445	12/30/2004		M			25,313	04/14/2004	04/13/2005	Class A Common Stock, $.01 par value	25,313⁽²⁾	$0	0	D
Stock Option (Right to Buy)	$7.0555							⁽³⁾	04/05/2006	Class A Common Stock, $.01 par value	42,188⁽³⁾		42,188⁽³⁾	D
Stock Option (Right to Buy)	$14.2333							⁽⁴⁾	05/22/2007	Class A Common Stock, $.01 par value	37,501⁽⁴⁾		37,501⁽⁴⁾	D
Stock Option (Right to Buy)	$14.94							⁽⁵⁾	07/30/2008	Class A Common Stock, $.01 par value	45,000⁽⁵⁾		45,000⁽⁵⁾	D
Stock Option (Right to Buy)	$23.45							⁽⁶⁾	05/11/2009	Class A Common Stock, $.01 par value	37,500⁽⁶⁾		37,500⁽⁶⁾	D

Explanation of Responses:

1. 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.

2. This option was previously reported by Mr. Hellmann.

3. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 10,545 shares on 4/6/02, 10,548 shares on 4/6/03, 10,547 shares on 4/6/04 and 10,548 shares on 4/6/05.

4. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 9,375 shares on 5/23/03, 9,375 shares on 5/23/04, 9,375 shares on 5/23/05 and 9,376 shares on 5/23/06.

5. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 11,250 shares on 7/31/04, 11,250 shares on 7/31/05, 11,250 shares on 7/31/06 and 11,250 shares on 7/31/07.

6. This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 12,500 shares on 5/12/05, 12,500 shares on 5/12/06 and 12,500 shares on 5/12/07.

Remarks:

	John C. Hellmann	12/30/2004
	** 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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