X0306 4 2016-11-01 1 0000831968 PROVIDENCE & WORCESTER RAILROAD CO/RI/ PWX 0001501707 Noreck Daniel T 75 HAMMOND STREET WORCESTER MA 01610 0 1 0 0 Treasurer and CFO Common Stock 2016-11-01 4 M 0 10500 A 10725 D Common Stock 2016-11-01 4 D 0 10500 25.00 D 225 D Common Stock 2016-11-01 4 D 0 225 25.00 D 0 D Stock Option (right to buy) 13.70 2016-11-01 4 D 0 7000 11.30 D 2017-01-18 2026-01-18 Common Stock 7000 0 D Stock Option (right to buy) 18.09 2016-11-01 4 D 0 167 6.91 D 2015-07-02 2025-01-02 Common Stock 167 0 D Stock Option (right to buy) 19.55 2016-11-01 4 D 0 159 5.45 D 2014-07-02 2024-01-02 Common Stock 159 0 D Stock Option (right to buy) 13.96 2016-11-01 4 D 0 144 11.04 D 2013-07-02 2023-01-02 Common Stock 144 0 D Stock Option (right to buy) 11.40 2016-11-01 4 D 0 138 13.60 D 2012-07-03 2022-01-03 Common Stock 138 0 D Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $262,500.00. Disposed of for $25.00 per share in cash pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement", among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W. This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement. This option was cancelled pursuant to the terms of the Merger Agreement. The reporting person received $79,100.00 as consideration for the cancellation. The reporting person received $1,153.97 as consideration for the cancellation. The reporting person received $866.55 as consideration for the cancellation. The reporting person received $1,589.76 as consideration for the cancellation. The reporting person received $1,876.80 as consideration for the cancellation. /s/ Daniel T. Noreck 2016-11-02