SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Noreck Daniel T
(Last) (First) (Middle)
75 HAMMOND STREET
(Street)
WORCESTER MA 01610
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROVIDENCE & WORCESTER RAILROAD CO/RI/ [ PWX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Treasurer and CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/01/2016 M 10,500 A (1) 10,725 D
Common Stock 11/01/2016 D 10,500 D $25(2) 225 D
Common Stock 11/01/2016 D 225 D $25(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $13.7 11/01/2016 D 7,000 01/18/2017(3) 01/18/2026 Common Stock 7,000 $11.3(4)(5) 0 D
Stock Option (right to buy) $18.09 11/01/2016 D 167 07/02/2015 01/02/2025 Common Stock 167 $6.91(4)(6) 0 D
Stock Option (right to buy) $19.55 11/01/2016 D 159 07/02/2014 01/02/2024 Common Stock 159 $5.45(4)(7) 0 D
Stock Option (right to buy) $13.96 11/01/2016 D 144 07/02/2013 01/02/2023 Common Stock 144 $11.04(4)(8) 0 D
Stock Option (right to buy) $11.4 11/01/2016 D 138 07/03/2012 01/03/2022 Common Stock 138 $13.6(4)(9) 0 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. This option was cancelled pursuant to the terms of the Merger Agreement.
5. The reporting person received $79,100.00 as consideration for the cancellation.
6. The reporting person received $1,153.97 as consideration for the cancellation.
7. The reporting person received $866.55 as consideration for the cancellation.
8. The reporting person received $1,589.76 as consideration for the cancellation.
9. The reporting person received $1,876.80 as consideration for the cancellation.
Remarks:
/s/ Daniel T. Noreck 11/02/2016
** 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 4 (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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