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*
Sensing John S.

(Last) (First) (Middle)
11690 N.W. 105TH STREET

(Street)
MIAMI FL 33178

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RYDER SYSTEM INC [ R ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Global Supply Chain
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2016
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 02/08/2016 F(1) 2,221 D $55.97 6,287(2) D
Common Stock 02/10/2016 M 373 A $0.00 6,660 D
Common Stock 265 I By Ryder Employee Savings Plan
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
Performance-Based Restricted Stock Rights $0.00 02/10/2016 M 375(3) (4) (4) Common Stock 0 $0.00 0 D
Stock Option (right to buy) $55.32 02/10/2016 A 22,350 (5) 02/09/2026 Common Stock 22,350 $0.00 22,350 D
Performance-Based Restricted Stock Rights $0.00 02/10/2016 A 5,060(6)(7) (8) (8) Common Stock 5,060 $0.00 5,060 D
Explanation of Responses:
1. Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of restricted stock rights on February 8, 2016.
2. Includes 6 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan.
3. With respect to the performance-based restricted stock rights (PBRSRs) for the first, second and third performance periods, 120 shares, 143 shares and 110 shares were earned, respectively.
4. The performance cycle for the PBRSRs was segmented into three performance periods. The performance cycle ended on December 31, 2015. The PBRSRs earned for each performance period vested upon Board approval on February 10, 2016.
5. The stock options vest in three equal installments on February 10, 2017, February 10, 2018 and February 10, 2019.
6. The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals.
7. This amount represents the number of shares that will be earned assuming target performance levels.
8. The performance cycle for one half of the PBRSRs is segmented into three performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The performance cycle ends on December 31, 2018. PBRSRs that do not vest will be cancelled.
Remarks:
/s/ Julie A. Azuaje, by power of attorney 02/12/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.