0001209191-18-053331.txt : 20181002 0001209191-18-053331.hdr.sgml : 20181002 20181002173313 ACCESSION NUMBER: 0001209191-18-053331 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181002 DATE AS OF CHANGE: 20181002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Michael O CENTRAL INDEX KEY: 0001753560 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 181102749 MAIL ADDRESS: STREET 1: C/O GENESEE & WYOMING INC. STREET 2: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2032028900 MAIL ADDRESS: STREET 1: 20 WEST AVENUE CITY: DARIEN STATE: CT ZIP: 06820 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-01 0 0001012620 GENESEE & WYOMING INC GWR 0001753560 Miller Michael O C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN CT 06820 0 1 0 0 President, North America Class A Common Stock, $.01 par value 23851 D Stock Option (Right to Buy) 96.20 2018-11-28 Class A Common Stock, $.01 par value 1496 D Stock Option (Right to Buy) 98.92 2019-02-27 Class A Common Stock, $.01 par value 3728 D Stock Option (Right to Buy) 97.35 2019-05-29 Class A Common Stock, $.01 par value 3614 D Stock Option (Right to Buy) 98.33 2019-08-28 Class A Common Stock, $.01 par value 3992 D Stock Option (Right to Buy) 98.59 2019-11-27 Class A Common Stock, $.01 par value 3711 D Stock Option (Right to Buy) 103.10 2020-02-26 Class A Common Stock, $.01 par value 3527 D Stock Option (Right to Buy) 82.34 2020-05-28 Class A Common Stock, $.01 par value 4277 D Stock Option (Right to Buy) 68.38 2020-08-30 Class A Common Stock, $.01 par value 4249 D Stock Option (Right to Buy) 69.27 2020-11-29 Class A Common Stock, $.01 par value 4538 D Stock Option (Right to Buy) 57.12 2021-02-25 Class A Common Stock, $.01 par value 20150 D Stock Option (Right to Buy) 74.14 2022-02-27 Class A Common Stock, $.01 par value 16226 D Stock Option (Right to Buy) 69.53 2025-02-27 Class A Common Stock, $.01 par value 16226 D This amount includes 13,241 shares of Class A Common Stock represented by unvested restricted stock granted under the Fourth Amended and Restated 2004 Omnibus Incentive Plan of Genesee & Wyoming Inc. (the "Plan"), of which 4,463 shares will vest on February 26, 2019, 1,548 shares will vest on February 28, 2019, 2,421 shares will vest on February 26, 2020, 1,548 shares will vest on February 28, 2020, 2,422 shares will vest on February 26, 2021 and 839 shares will vest on February 28, 2021. This option award was granted under the Plan and is fully exercisable as of the date hereof. This option award was granted under the Plan and is exercisable as to 13,433 of such shares as of the date hereof and will become exercisable as to 6,717 of such shares on February 26, 2019. This option award was granted under the Plan and is exercisable as to 5,409 of such shares as of the date hereof and will become exercisable as to 5,408 of such shares on February 28, 2019 and 5,409 of such shares on February 28, 2020. This option award was granted under the Plan and will become exercisable as to 5,409 shares on February 28, 2019, 5,408 shares on February 28, 2020 and 5,409 shares on February 28, 2021. Allison M. Fergus, Attorney-in-Fact for Michael O. Miller 2018-10-02 EX-24 2 attachment1.htm EX-24 DOCUMENT

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints
Allison M. Fergus the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Genesee & Wyoming Inc. (the "Company"), Forms
3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of September, 2018.

/s/ Michael O. Miller
______________________________________
NAME: Michael O. Miller