0001181431-12-016829.txt : 20120313 0001181431-12-016829.hdr.sgml : 20120313 20120313161608 ACCESSION NUMBER: 0001181431-12-016829 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120309 FILED AS OF DATE: 20120313 DATE AS OF CHANGE: 20120313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FULLER MORTIMER B III CENTRAL INDEX KEY: 0001032793 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 12687317 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd338261.xml MARCH CONVERSION OF SHARES X0304 4 2012-03-09 0 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH CT 06830 1 0 0 0 Class A Common Stock, $0.01 par value 2012-03-09 4 C 0 33698 A 33698 I By Grantor Retained Annuity Trust Class A Common Stock, $0.01 par value 2012-03-09 5 G 0 33698 0 D 0 I By Grantor Retained Annuity Trust Class B Common Stock, $0.01 par value 2012-03-09 5 G 0 101094 0 D 0 I By Grantor Retained Annuity Trust Class A Common Stock, $0.01 par value 5955.5 I By wife Class B Common Stock, $0.01 par value 1288518 D Class B Common Stock, $0.01 par value 5748 I By wife Class B Common Stock, $0.01 par value 154930 I By Grantor Retained Annuity Trust Class B Common Stock, $.01 par value 2012-03-09 4 C 0 33698 0 D Class A Common Stock, $.01 par value 33698 214172 I By Grantor Retained Annuity Trust These shares were received upon conversion of Class B Common Stock held by a Grantor Retained Annuity Trust ("GRAT") upon the expiration of the GRAT term. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. These shares were previously reported as held in the GRAT, of which Mr. Fuller was the trustee. Mr. Fuller's term as trustee of the GRAT expired upon the expiration of the GRAT term. Accordingly, Mr. Fuller no longer has an indirect beneficial ownership interest in the securities held by the GRAT. Reflects a transfer of 33,698 shares of Class A Common Stock by the GRAT to a trust for the benefit of one of the beneficiaries of the GRAT upon the expiration of the GRAT term. This 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. Reflects a transfer of 101,094 shares of Class B Common Stock by the GRAT to three separate trusts for the benefit of three of the beneficiaries of the GRAT upon the expiration of the GRAT term. Also reflects a transfer of 113,078 shares of Class B Common Stock by the GRAT to the direct holdings of Mr. Fuller upon expiration of the GRAT term. These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares. This 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. These shares are indirectly beneficially owned by a second Grantor Retained Annuity Trust, of which Mr. Fuller is the trustee. Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III 2012-03-13