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^*

MARINO GARY O

(Last)

(First)

(Middle)

2255 GLADES ROAD

SUITE 111-E

(Street)

BOCA RATON

33431

(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⁽²⁾		17,649	A	$0	565,317	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		J⁽²⁾		7,700	A	$0	573,017	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		30,000	A	$10⁽⁴⁾	603,017	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		88,889	A	$11.25⁽⁵⁾	691,906	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		9,709	A	$10.3⁽⁶⁾	701,615	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		32,663	A	$9.95⁽⁷⁾	734,278	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		26,000	A	$10⁽⁸⁾	760,278	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		18,182	A	$5.5⁽⁹⁾	778,460	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		24,000	A	$12.5⁽¹⁰⁾	802,460	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		8,333	A	$12⁽¹¹⁾	810,793	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		20,000	A	$6⁽¹²⁾	830,793	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		34,738	A	$5.75⁽¹³⁾	865,531	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		47,619	A	$5.25⁽¹⁴⁾	913,150	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock	11/18/2014		C		5,556	A	$4.5⁽¹⁵⁾	918,706	I	Banyan Rail Holdings LLC⁽¹⁾
Common Stock								5,833	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			3,000	02/01/2010	⁽³⁾	Common Stock	30,000	$0	0	I	Banyan Rail Holdings LLC⁽¹⁾
Series B Preferred Convertible Stock	$11.25	11/18/2014		C			10,000	10/15/2013	⁽³⁾	Common Stock	88,889	$0	0	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$10.3	11/18/2014		C			1,000	06/30/2014	⁽³⁾	Common Stock	9,709	$0	16,800	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$9.95	11/18/2014		C			3,250	06/30/2014	⁽³⁾	Common Stock	32,663	$0	13,550	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$10	11/18/2014		C			1,600	06/30/2014	⁽³⁾	Common Stock	16,000	$0	11,950	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$10	11/18/2014		C			1,000	06/30/2014	⁽³⁾	Common Stock	10,000	$0	10,950	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$5.5	11/18/2014		C			1,000	06/30/2014	⁽³⁾	Common Stock	18,182	$0	9,950	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$12.5	11/18/2014		C			3,000	06/30/2014	⁽³⁾	Common Stock	24,000	$0	6,950	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$12	11/18/2014		C			1,000	06/30/2014	⁽³⁾	Common Stock	8,333	$0	5,950	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$6	11/18/2014		C			1,200	06/30/2014	⁽³⁾	Common Stock	20,000	$0	4,750	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$5.75	11/18/2014		C			2,000	06/30/2014	⁽³⁾	Common Stock	34,783	$0	2,750	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$5.25	11/18/2014		C			2,500	06/30/2014	⁽³⁾	Common Stock	47,619	$0	250	I	Banyan Rail Holdings LLC⁽¹⁾
Series C Preferred Convertible Stock	$4.5	11/18/2014		C			250	06/30/2014	⁽³⁾	Common Stock	5,556	$0	0	I	Banyan Rail Holdings LLC⁽¹⁾

Explanation of Responses:

1. The securities are owned by Banyan Rail Holdings LLC. Mr . Marino is the president of Banyan Rail Holdings LLC.

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

3. The securities do not have an expiration date.

4. The issuer converted 3,000 shares of Series A Convertible Preferred Stock, at a conversion price of $10 per share, resulting in an acquisition of 30,000 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.

5. The issuer converted 10,000 shares of Series B Convertible Preferred Stock, at a conversion price of $11.25 per share, resulting in an acquisition of 88,889 shares of common stock. The Series B Convertible Preferred Stock had a face value of $100 per share and was convertible into common stock at a conversion price of $11.25 per share.

6. The issuer converted 1,000 shares of Series C Convertible Preferred Stock, at a conversion price of $10.30 per share, resulting in an acquisition of 9,709 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

7. The issuer converted 3,250 shares of Series C Convertible Preferred Stock, at a conversion price of $9.95 per share, resulting in an acquisition of 32,663 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

8. The issuer converted 2,600 shares of Series C Convertible Preferred Stock, at a conversion price of $10.00 per share, resulting in an acquisition of 26,000 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

9. The issuer converted 1,000 shares of Series C Convertible Preferred Stock, at a conversion price of $5.50 per share, resulting in an acquisition of 18,182 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

10. The issuer converted 3,000 shares of Series C Convertible Preferred Stock, at a conversion price of $12.50 per share, resulting in an acquisition of 24,000 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

11. The issuer converted 1,000 shares of Series C Convertible Preferred Stock, at a conversion price of $12.00 per share, resulting in an acquisition of 8,333 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

12. The issuer converted 1,200 shares of Series C Convertible Preferred Stock, at a conversion price of $6.00 per share, resulting in an acquisition of 20,000 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

13. The issuer converted 2,000 shares of Series C Convertible Preferred Stock, at a conversion price of $5.75 per share, resulting in an acquisition of 34,783 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

14. The issuer converted 2,500 shares of Series C Convertible Preferred Stock, at a conversion price of $5.25 per share, resulting in an acquisition of 47,619 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

15. The issuer converted 250 shares of Series C Convertible Preferred Stock, at a conversion price of $4.50 per share, resulting in an acquisition of 5,556 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 equal to the closing price of the issuer's common stock on the trading date preceding the issuance of that share of Series C Preferred Stock.

	/s/ Christopher J. Hubbert, Attorney-in-Fact for Gary O. Marino	12/03/2014
	** Signature of Reporting Person	Date
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