X0306 4 2019-02-28 0 0001012620 GENESEE & WYOMING INC GWR 0001577285 Walsh Matthew O. C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN CT 06820 0 1 0 0 EVP, Global Corp. Development Class A Common Stock, $.01 par value 2019-02-28 4 F 0 364 82.00 D 101926 D Class A Common Stock, $.01 par value 2019-02-28 4 F 0 457 82.00 D 101469 D Class A Common Stock, $.01 par value 2019-02-28 4 A 0 6663 82.00 A 108132 D Class A Common Stock, $.01 par value 2019-02-28 4 A 0 383 82.00 A 108515 D Class A Common Stock, $.01 par value 2019-02-28 4 A 0 624 82.00 A 109139 D These shares were surrendered to Genesee & Wyoming Inc. (the "Company") for the payment of taxes in connection with the vesting of previously granted restricted stock awards. This restricted stock award was granted under the Company's Fourth Amended and Restated 2004 Omnibus Incentive Plan (the "Plan") and will vest in three equal annual installments, beginning February 28, 2020. Represents the number of underlying shares of Class A Common Stock of the Company earned in accordance with the Company's attainment of pre-determined financial performance targets established under its GVA methodology on the previously granted 2017 performance-based restricted stock unit award. The aforementioned award was also subject to time-based vesting, and partially vested on February 28, 2019. Represents the number of underlying shares of Class A Common Stock of the Company earned in accordance with the Company's attainment of pre-determined financial performance targets established under its GVA methodology on the previously granted 2018 performance-based restricted stock unit award. The aforementioned award was also subject to time-based vesting, and partially vested on February 28, 2019. Allison M. Fergus, Attorney-in-Fact for Matthew O. Walsh 2019-03-04