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

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1. Name and Address of Reporting Person* Miller Michael O (Last) (First) (Middle) C/O GENESEE & WYOMING INC. 20 WEST AVENUE (Street) DARIEN CT 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) 10/02/2018
			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	24,809(1)(2)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Form 3 originally filed on October 2, 2018 (the "Original Form 3") is being amended to correct the number of shares beneficially owned by the Reporting Person to include the number of shares of common stock determined to have been earned on February 1, 2018, on the previously granted 2017 performance-based restricted stock unit award based upon Genesee & Wyoming Inc.'s attainment of pre-determined financial performance targets established under its GVA methodology. Following the certification of the achievement of performance criteria, the 2017 performance-based restricted stock unit award is subject to time-based vesting, and vests in three equal annual installments, beginning February 28, 2018, and as a result, 547 shares of such award were delivered on February 28, 2018, and an additional 546 shares vest on each of February 28, 2019 and 2020.

2. This amount also 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 vest on February 26, 2019, 1,548 shares vest on February 28, 2019, 2,421 shares vest on February 26, 2020, 1,548 shares vest on February 28, 2020, 2,422 shares vest on February 26, 2021 and 839 shares vest on February 28, 2021.

Remarks:

	Allison M. Fergus, Attorney in fact for Michael O. Miller	03/29/2019
	** 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).
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