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*
ROSS WILBUR L JR

(Last) (First) (Middle)
C/O GREENBRIER COMPANIES
ONE CENTERPOINTE DRIVE, SUITE 200

(Street)
LAKE OSWEGO OR 97035-8612

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2011
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 11/14/2011 X (1) 2,144,390 A $5.96 2,144,390 I See Footnote (2) (3)
Common Stock 11/14/2011 S (1) 662,049 D $19.3 1,482,341 I See Footnote (2) (3)
Common Stock 11/14/2011 S (1) 1,482,341 D $21.9 0 I See Footnote (2) (3)
Common Stock 8,652 D (2) (3)
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
Warrant (right to buy) $5.96 11/14/2011 X 2,144,390 06/10/2009 06/10/2014 Common Stock 2,144,390 $0 1,154,672 I See Footnote (2) (3)
Explanation of Responses:
1. On November 14, 2011, WLR Recovery Fund IV, L.P. ("Fund IV") and WLR IV Parallel ESC, L.P. ("Parallel Fund" and, together with Fund IV, the "WLR Funds") exercised warrants to purchase 2,144,390 shares of common stock of the Issuer ("Common Stock") for $5.96 per share. The WLR Funds paid the exercise price on a cashless basis, resulting in the withholding of 662,049 shares to pay the exercise price and the issuance to the WLR Funds of the remaining 1,482,341 shares, of which 1,476,411 shares were held directly by Fund IV (the "Fund IV Shares") and 5,930 shares were held directly by Parallel Fund (the "Parallel Fund Shares"). On November 14, 2011, the Fund IV Shares and the Parallel Fund Shares were sold in block trades.
2. The Fund IV Shares were held directly by Fund IV. Wilbur L. Ross, Jr. ("Mr. Ross") is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. Accordingly, WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Mr. Ross may be deemed to have shared voting and dispositive power over the Fund IV Shares. Mr. Ross disclaims beneficial ownership of the Fund IV Shares.
3. (Continued from Footnote 2) The Parallel Fund Shares were held directly by Parallel Fund. Invesco Private Capital, Inc. is the managing member of Invesco WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. Invesco WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement whereby Parallel Fund will invest on a pro rata basis in parallel with Fund IV. Accordingly, Invesco WLR IV Associates LLC, Invesco Private Capital, Inc., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Mr. Ross may be deemed to have shared voting and dispositive power over the Parallel Fund Shares. Mr. Ross disclaims beneficial ownership of the Parallel Fund Shares. Mr. Ross directly holds 8,652 shares of Common Stock.
/s/ Wilbur L. Ross, Jr. 11/16/2011
** Signature of Reporting Person Date
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