X0306 4 2019-12-30 1 0001012620 GENESEE & WYOMING INC GWR 0001253163 LORENTZEN OIVIND C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN CT 06820 1 0 0 0 Class A Common Stock, $.01 par value 2019-09-26 5 G 0 E 9057 0.00 D 43713 D Class A Common Stock, $.01 par value 2019-12-30 4 D 0 43713 112.00 D 0 D Class A Common Stock, $.01 par value 2019-12-30 4 D 0 2500 112.00 D 0 I By IRA On December 30, 2019, in connection with the acquisition of Genesee & Wyoming Inc. ("G&W") by Brookfield Infrastructure and GIC, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019, among G&W, DJP XX, LLC ("Parent") and MKM XXII Corp. ("Merger Sub"), Merger Sub was merged with and into G&W (the "Merger") with G&W surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, upon completion of the Merger, each share of G&W common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "Merger Consideration") and time-based vesting conditions of each unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") were deemed satisfied and accelerated in full and each Stock Unit was cancelled and entitled the holder to receive the Merger Consideration. Included in the table above are a total of 1,161 Stock Units which were accelerated in connection with the Merger. Allison M. Fergus, Attorney-in-Fact for Oivind Lorentzen 2019-12-30