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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Manning Anne (Last) (First) (Middle) C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GREENBRIER COMPANIES INC [ GBX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Corporate Controller
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2019
	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	10/22/2019		M		1,147(1)	A	$0.0	20,441	D
Common Stock	10/22/2019		F		384(2)	D	$30.8	20,057	D
Common Stock	10/23/2019		M		667	A	$0.0	20,724	D
Common Stock	10/23/2019		F		224(2)	D	$31.79	20,500	D
Common Stock	10/22/2019		M		1,149(1)	A	$0.0	1,925	I	by Trust

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
Restricted Stock Units	(3)	10/22/2019		M			1,863(1)	(4)	(4)	Common Stock	1,863	$0.0	8,942	D
Restricted Stock Units	(3)	10/23/2019		M			667	(5)	(5)	Common Stock	667	$0.0	8,275	D

Explanation of Responses:

1. On March 27, 2017, the Reporting Person was awarded 2,328 performance-based restricted stock units ("RSUs"), including 1,863 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 465 RSUs subject to vesting based on the Issuer's achievement of ROE performance objectives. The Issuer achieved performance between target (goal) and stretch levels against the adjusted EBITDA performance objective and below threshold levels against the ROE performance objectives, resulting in the Reporting Person being entitled to receive the number of shares of the Issuer's common stock equal to 123.2% and 0% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 2,296 shares of the Issuer's common stock were issued to the Reporting Person as of the determination date, October 22, 2019 and 465 RSUs subject to ROE performance objectives were cancelled.

2. Common shares otherwise issuable to the Reporting Person upon vesting of RSUs were surrendered to the Issuer to settle the statutory withholding tax obligation incurred upon vesting of the award.

3. Each RSU represents a contingent right to receive one share of GBX common stock.

4. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 27, 2017, 1,863 RSUs vested and 465 RSUs were cancelled on October 22, 2019.

5. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated October 23, 2018, 667 RSUs vested on October 23, 2019.

Remarks:

Indirect shares reported on this form are held by Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees.

	By: Kim Moore, Attorney-In-Fact For: Anne T. Manning	10/24/2019
	** Signature of Reporting Person	Date
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