X0304 4 2012-02-22 0000887637 RAILAMERICA INC /DE RA 0001209718 WILLIAMS SCOTT G C/O RAILAMERICA, INC. 7411 FULLERTON STREET, SUITE 300 JACKSONVILLE FL 32256 0 1 0 0 Sr. V.P., General Counsel Common Stock 2012-02-22 4 F 0 1872 20.01 D 122640 D Restricted Stock Units 14797 D Common Stock 3510 I By children Withheld shares to satisfy tax liability obligations upon February 22, 2012 vesting of 7,081 shares. The holdings are owned by reporting person's two children who share his household The reporting person disclaims beneficial ownership of the shares held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or for any other purpose. Scott G. Williams 2012-02-24