X0306 4 2016-11-01 1 0000831968 PROVIDENCE & WORCESTER RAILROAD CO/RI/ PWX 0001193985 CONTI P SCOTT 75 HAMMOND STREET WORCESTER MA 01610 1 1 0 0 President and COO Common Stock 2016-11-01 4 M 0 12000 A 24846 D Common Stock 2016-11-01 4 D 0 12000 25.00 D 12846 D Common Stock 2016-11-01 4 D 0 12846 25.00 D 0 D Stock Option (right to buy) 13.70 2016-11-01 4 D 0 8000 11.30 D 2017-01-18 2026-01-18 Common Stock 8000 0 D Stock Option (right to buy) 18.09 2016-11-01 4 D 0 838 6.91 D 2015-07-02 2025-01-02 Common Stock 838 0 D Stock Option (right to buy) 19.55 2016-11-01 4 D 0 844 5.45 D 2014-07-02 2024-01-02 Common Stock 844 0 D Stock Option (right to buy) 13.96 2016-11-01 4 D 0 704 11.04 D 2013-07-02 2023-01-02 Common Stock 704 0 D Stock Option (right to buy) 11.40 2016-11-01 4 D 0 716 13.60 D 2012-07-03 2022-01-03 Common Stock 716 0 D Stock Option (right to buy) 16.75 2016-11-01 4 D 0 715 8.25 D 2011-07-03 2021-01-03 Common Stock 715 0 D Stock Option (right to buy) 10.75 2016-11-01 4 D 0 618 14.25 D 2010-07-04 2020-01-04 Common Stock 618 0 D Stock Option (right to buy) 11.99 2016-11-01 4 D 0 570 13.01 D 2009-07-02 2019-01-02 Common Stock 570 0 D Stock Option (right to buy) 16.72 2016-11-01 4 D 0 465 8.28 D 2008-07-02 2018-01-02 Common Stock 465 0 D Stock Option (right to buy) 19.50 2016-11-01 4 D 0 440 5.50 D 2007-07-02 2017-01-02 Common Stock 440 0 D Restricted Stock Unit 2016-11-01 4 M 0 12000 D 2025-01-03 Common Stock 12000 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 $300,000.00. 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 $90,400.00 as consideration for the cancellation. The reporting person received $5,790.58 as consideration for the cancellation. The reporting person received $4,599.80 as consideration for the cancellation. The reporting person received $2,980.80 as consideration for the cancellation. The reporting person received $9,737.60 as consideration for the cancellation. The reporting person received $5,898.75 as consideration for the cancellation. The reporting person received $8,806.50 as consideration for the cancellation. The reporting person received $7,415.70 as consideration for the cancellation. The reporting person received $3,850.20 as consideration for the cancellation. The reporting person received $2,420.00 as consideration for the cancellation. /s/ P. Scott Conti 2016-11-02