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*
ANDERSON RICHARD W
(Last) (First) (Middle)
75 HAMMOND STREET
(Street)
WORCESTER MA 01610
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROVIDENCE & WORCESTER RAILROAD CO/RI/ [ PWX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2016 D 1,670 D $25(1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $16.49 11/01/2016 D 1,000 01/18/2017 01/18/2026 Common Stock 1,000 $8.51(2)(3) 0 D
Stock Option (right to buy) $18.09 11/01/2016 D 260 07/02/2015 01/02/2025 Common Stock 260 $6.91(2)(4) 0 D
Stock Option (right to buy) $19.55 11/01/2016 D 250 07/02/2014 01/02/2024 Common Stock 250 $5.45(2)(5) 0 D
Stock Option (right to buy) $13.96 11/01/2016 D 240 07/02/2013 01/02/2023 Common Stock 240 $11.04(2)(6) 0 D
Stock Option (right to buy) $11.4 11/01/2016 D 230 07/03/2012 01/03/2022 Common Stock 230 $13.6(2)(7) 0 D
Stock Option (right to buy) $16.75 11/01/2016 D 220 07/03/2011 01/03/2021 Common Stock 220 $8.25(2)(8) 0 D
Stock Option (right to buy) $10.75 11/01/2016 D 210 07/04/2010 01/04/2020 Common Stock 210 $14.25(2)(9) 0 D
Stock Option (right to buy) $11.99 11/01/2016 D 200 07/02/2009 01/02/2019 Common Stock 200 $13.01(2)(10) 0 D
Stock Option (right to buy) $16.72 11/01/2016 D 190 07/02/2008 01/02/2018 Common Stock 190 $8.28(2)(11) 0 D
Stock Option (right to buy) $19.5 11/01/2016 D 180 07/02/2007 01/02/2017 Common Stock 180 $5.5(2)(12) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Merger Agreement, dated August 12, 2016 (the "Merger Agreement"), among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W, in exchange for $25.00 per share in cash.
2. This option was cancelled pursuant to the terms of the Merger Agreement.
3. The reporting person received $8,510.00 as consideration for the cancellation.
4. The reporting person received $1,796.60 as consideration for the cancellation.
5. The reporting person received $1,362.50 as consideration for the cancellation.
6. The reporting person received $2,649.60 as consideration for the cancellation.
7. The reporting person received $3,128.00 as consideration for the cancellation.
8. The reporting person received $1,815.00 as consideration for the cancellation.
9. The reporting person received $2,992.50 as consideration for the cancellation.
10. The reporting person received $2,602.00 as consideration for the cancellation.
11. The reporting person received $1,573.20 as consideration for the cancellation.
12. The reporting person received $990.00 as consideration for the cancellation.
Remarks:
/s/ Richard W. Anderson 11/02/2016
** 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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