SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Walsh Matthew O.

(Last)

(First)

(Middle)

20 WEST AVENUE

(Street)

DARIEN

06820

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013

3. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $.01 par value	57,839⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/26/2014	Class A Common Stock, $.01 par value	12,149	$20.89	D
Stock Option (Right to Buy)	⁽³⁾	05/28/2014	Class A Common Stock, $.01 par value	8,691	$28.92	D
Stock Option (Right to Buy)	⁽⁴⁾	08/30/2014	Class A Common Stock, $.01 par value	8,024	$31.38	D
Stock Option (Right to Buy)	⁽⁵⁾	11/29/2014	Class A Common Stock, $.01 par value	8,203	$31.12	D
Stock Option (Right to Buy)	⁽⁶⁾	02/25/2015	Class A Common Stock, $.01 par value	3,877	$31.85	D
Stock Option (Right to Buy)	⁽⁷⁾	05/27/2015	Class A Common Stock, $.01 par value	3,431	$35.99	D
Stock Option (Right to Buy)	⁽⁸⁾	08/30/2015	Class A Common Stock, $.01 par value	2,918	$38.81	D
Stock Option (Right to Buy)	⁽⁹⁾	11/29/2015	Class A Common Stock, $.01 par value	2,497	$47.49	D
Stock Option (Right to Buy)	⁽¹⁰⁾	02/27/2016	Class A Common Stock, $.01 par value	4,026	$52.09	D
Stock Option (Right to Buy)	⁽¹¹⁾	05/30/2016	Class A Common Stock, $.01 par value	3,717	$59.35	D
Stock Option (Right to Buy)	⁽¹²⁾	08/30/2016	Class A Common Stock, $.01 par value	3,844	$51.94	D
Stock Option (Right to Buy)	⁽¹³⁾	11/29/2016	Class A Common Stock, $.01 par value	3,260	$61.07	D
Stock Option (Right to Buy)	⁽¹⁴⁾	02/27/2017	Class A Common Stock, $.01 par value	4,284	$60.54	D
Stock Option (Right to Buy)	⁽¹⁵⁾	05/30/2017	Class A Common Stock, $.01 par value	4,658	$50.11	D
Stock Option (Right to Buy)	⁽¹⁶⁾	08/30/2017	Class A Common Stock, $.01 par value	3,892	$63.56	D
Stock Option (Right to Buy)	⁽¹⁷⁾	11/29/2017	Class A Common Stock, $.01 par value	3,386	$72.95	D
Stock Option (Right to Buy)	⁽¹⁸⁾	02/27/2018	Class A Common Stock, $.01 par value	3,185	$89.52	D

Explanation of Responses:

1. The amount includes 5,038 shares of Class A Common Stock represented by unvested restricted stock granted under the Second Amended and Restated 2004 Omnibus Incentive Plan of Genesee & Wyoming Inc. (the "Plan"), of which 3,093 shares will vest on February 28, 2014, 1,693 shares will vest on February 28, 2015, and 252 shares will vest on February 29, 2016.

2. This option award was granted under the Plan and is fully exercisable as of the date hereof.

3. This option award was granted under the Plan and is fully exercisable as of the date hereof.

4. This option award was granted under the Plan and is fully exercisable as of the date hereof.

5. This option award was granted under the Plan and is fully exercisable as of the date hereof.

6. This option award was granted under the Plan and is fully exercisable as of the date hereof.

7. This option award was granted under the Plan and is fully exercisable as of the date hereof.

8. This option award was granted under the Plan and is fully exercisable as of the date hereof.

9. This option award was granted under the Plan and is fully exercisable as of the date hereof.

10. This option award was granted under the Plan and is exercisable as to 2,684 of such shares as of the date hereof and will become exercisable as to 1,342 of such shares on February 28, 2014.

11. This option award was granted under the Plan and is exercisable as to 2,478 of such shares as of the date hereof and will become exercisable as to 1,239 of such shares on February 28, 2014.

12. This option award was granted under the Plan and is exercisable as to 2,563 of such shares as of the date hereof and will become exercisable as to 1,281 of such shares on February 28, 2014.

13. This option award was granted under the Plan and is exercisable as to 2,173 of such shares as of the date hereof and will become exercisable as to 1,087 of such shares on February 28, 2014.

14. This option award was granted under the Plan and is exercisable as to 1,428 of such shares as of the date hereof and will become exercisable as to 1,428 of such shares on February 28, 2014, and as to 1,428 of such shares on February 28, 2015.

15. This option award was granted under the Plan and is exercisable as to 1,553 of such shares as of the date hereof and will become exercisable as to 1,552 of such shares on February 28, 2014, and as to 1,553 of such shares on February 28, 2015.

16. This option award was granted under the Plan and is exercisable as to 1,298 of such shares as of the date hereof and will become exercisable as to 1,297 of such shares on February 28, 2014, and as to 1,297 of such shares on February 28, 2015.

17. This option award was granted under the Plan and is exercisable as to 1,129 of such shares as of the date hereof and will become exercisable as to 1,128 of such shares on February 28, 2014, and as to 1,129 of such shares on February 28, 2015.

18. This option award was granted under the Plan and will become exercisable as to 1,416 shares on February 28, 2014, as to 1,415 shares on February 28, 2015, and as to 354 shares on February 29, 2016.

	Allison M. Fergus, Attorney-in-Fact for Matthew O. Walsh	05/29/2013
	** 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 5 (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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