X0306 4 2014-11-28 0 0001012620 GENESEE & WYOMING INC GWR 0001379256 Fergus Allison M C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN CT 06820 0 1 0 0 General Counsel and Secretary Class A Common Stock, $.01 par value 2014-11-28 4 A 0 943 0.00 A 39910 D Class A Common Stock, $.01 par value 2014-12-02 4 M 0 2542 31.85 A 42452 D Class A Common Stock. $.01 par value 2014-12-02 4 S 0 1695 93.16 D 40757 D Stock Option (Right to Buy) 98.59 2014-11-28 4 A 0 4853 0.00 A 2019-11-27 Class A Common Stock, $.01 par value 4853 4853 D Stock Option (Right to Buy) 31.85 2014-12-02 4 M 0 2542 0.00 D 2015-02-25 Class A Common Stock, $.01 par value 2542 0 D This restricted stock award was granted under the Genesee & Wyoming Inc. Second Amended and Restated 2004 Omnibus Incentive Plan (the "Plan") and will vest in three equal annual installments, beginning February 28, 2015. All shares are held in a joint account with spouse. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported in this Form 4. Represents the weighted average sales price for the price increments ranging from $93.15 to $93.16. This option award was granted under the Plan and will vest in three equal annual installments, beginning February 28, 2015. This option award was granted under the Plan and vested in three equal annual installments, beginning February 26, 2011. Allison M. Fergus 2014-12-02