X0303 4 2008-12-01 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH CT 06830 1 1 0 0 Exec.Chmn. & Chrmn.of the Bd. Class A Common Stock, $.01 par value 9589.5 I By Wife Class B Common Stock, $.01 par value 2227667.5 D Class B Common Stock, $.01 par value 500000 I By Grantor Retained Annuity Trust Class A Common Stock, $.01 par value 2008-12-01 4 S 0 13 27.73 D 107784 D Class A Common Stock, $.01 par value 2008-12-01 4 S 0 14287 28.3596 D 93497 D Class A Common Stock, $.01 par value 2008-12-01 4 S 0 21700 29.3168 D 71797 D Class A Common Stock, $.01 par value 2008-12-02 4 S 0 1600 27.9013 D 70197 D Class A Common Stock, $.01 par value 2008-12-02 4 S 0 32700 28.3481 D 37497 D Class A Common Stock, $.01 par value 2008-12-02 4 S 0 5700 29.234 D 31797 D These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares. This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is convertible into one share of Class A Common Stock. These shares were contributed on July 21, 2008 to a Grantor Retained Annuity Trust, of which Mr. Fuller is the trustee. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 5, 2008. Represents the weighted average sales price for price increments ranging from $28.00 to $28.94. Represents the weighted average sales price for price increments ranging from $29.01 to $29.57. Represents the weighted average sales price for price increments ranging from $27.82 to $27.99. Represents the weighted average sales price for price increments ranging from $28.01 to $28.97. Represents the weighted average sales price for price increments ranging from $29.00 to $29.52. 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 on this Form 4. Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller 2008-12-03