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^*

DENNIS PAUL S

(Last)

(First)

(Middle)

16330 VINTAGE OAKS LANE

(Street)

DELRAY BEACH

33484

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Banyan Rail Services Inc. [ BARA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2014

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)
Common Stock	09/08/2014		J⁽¹⁾		3,524	A	$0	94,632	I	Paul S. Dennis, Trustee under The Paul S. Dennis Trust Agreemend dated August 9, 1983, as modified.
Common Stock	11/18/2014		J⁽¹⁾		1,538	A	$0	96,170	I	Paul S. Dennis, Trustee under The Paul S. Dennis Trust Agreemend dated August 9, 1983, as modified.
Common Stock	11/18/2014		C		40,000	A	$10⁽²⁾	136,170	I	Paul S. Dennis, Trustee under The Paul S. Dennis Trust Agreemend dated August 9, 1983, as modified.
Common Stock	11/18/2014		C		17,200	A	$12.5⁽⁴⁾	153,370	I	Paul S. Dennis, Trustee under The Paul S. Dennis Trust Agreemend dated August 9, 1983, as modified.
Common Stock								13,550	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)
Series A Preferred Convertible Stock	$10	11/18/2014		C			4,000	02/01/2010	⁽³⁾	Common Stock	40,000	$0	0	I	Paul S. Dennis, Trustee under The Paul S. Dennis Trust Agreemend dated August 9, 1983, as modified.
Series C Preferred Convertible Stock	$12.5	11/18/2014		C			2,150	06/30/2014	⁽³⁾	Common Stock	17,200	$0	0	I	Paul S. Dennis, Trustee under The Paul S. Dennis Trust Agreemend dated August 9, 1983, as modified.

Explanation of Responses:

1. The reporting person received shares of common stock as a payment in lieu of a cash dividend on shares of preferred stock of the issuer.

2. The issuer converted 4,000 shares of Series A Convertible Preferred Stock, at a conversion price of $10 per share, resulting in an acquisition of 40,000 shares of common stock. The Series A Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price of $10 per share.

3. The securities do not have an expiration date.

4. The issuer converted 2,150 shares of Series C Convertible Preferred Stock, at a conversion price of $12.50 per share, resulting in an acquisition of 17,200 shares of common stock. The Series C Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price of $12.50 per share.

	/s/ Christopher J. Hubbert, Attorney-in-Fact for Paul S. Dennis	12/11/2014
	** 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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