SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Miller Michael O

(Last)

(First)

(Middle)

C/O GENESEE & WYOMING INC.

20 WEST AVENUE

(Street)

DARIEN

06820

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018

3. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, North America

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $.01 par value	23,851⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	11/28/2018	Class A Common Stock, $.01 par value	1,496	$96.2	D
Stock Option (Right to Buy)	⁽²⁾	02/27/2019	Class A Common Stock, $.01 par value	3,728	$98.92	D
Stock Option (Right to Buy)	⁽²⁾	05/29/2019	Class A Common Stock, $.01 par value	3,614	$97.35	D
Stock Option (Right to Buy)	⁽²⁾	08/28/2019	Class A Common Stock, $.01 par value	3,992	$98.33	D
Stock Option (Right to Buy)	⁽²⁾	11/27/2019	Class A Common Stock, $.01 par value	3,711	$98.59	D
Stock Option (Right to Buy)	⁽²⁾	02/26/2020	Class A Common Stock, $.01 par value	3,527	$103.1	D
Stock Option (Right to Buy)	⁽²⁾	05/28/2020	Class A Common Stock, $.01 par value	4,277	$82.34	D
Stock Option (Right to Buy)	⁽²⁾	08/30/2020	Class A Common Stock, $.01 par value	4,249	$68.38	D
Stock Option (Right to Buy)	⁽²⁾	11/29/2020	Class A Common Stock, $.01 par value	4,538	$69.27	D
Stock Option (Right to Buy)	⁽³⁾	02/25/2021	Class A Common Stock, $.01 par value	20,150	$57.12	D
Stock Option (Right to Buy)	⁽⁴⁾	02/27/2022	Class A Common Stock, $.01 par value	16,226	$74.14	D
Stock Option (Right to Buy)	⁽⁵⁾	02/27/2025	Class A Common Stock, $.01 par value	16,226	$69.53	D

Explanation of Responses:

1. 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.

2. This option award was granted under the Plan and is fully exercisable as of the date hereof.

3. 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.

4. 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.

5. 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.

Remarks:

	Allison M. Fergus, Attorney-in-Fact for Michael O. Miller	10/02/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.