X0306 4 2016-10-19 0 0000923120 GREENBRIER COMPANIES INC GBX 0001386723 Centurion Alejandro C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO OR 97035-8612 0 1 0 0 EVP and President, GMO Common stock - GBX 2016-10-19 4 M 0 11568 0.00 A 24518 D Common stock - GBX 2016-10-19 4 F 0 3162 35.55 D 21356 D Restricted Stock Units 2016-10-19 4 M 0 5784 0.00 D Common Stock 5784 46928 D On May 5, 2014, the Reporting Person was awarded 5,784 performance-based restricted stock units ("RSUs"), including 2,892 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 2,892 RSUs subject to vesting based on the issuer's achievement of ROE performance objectives. The issuer achieved performance above the stretch level against the adjusted EBITDA performance objectives and achieved performance above the stretch level against the ROE performance objectives, resulting in the Reporting Person being entitled to receive the number of shares of the Company's common stock equal to 200% and 200% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 11,568 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 19, 2016. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 5, 2014, common shares otherwise issuable to the Reporting Person upon vesting of the award were surrendered to the Company to settle the statutory withholding tax obligation incurred upon vesting of the award. Each RSU represents a contingent right to receive one share of GBX common stock. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 5, 2014, 5,784 RSUs vested on October 19, 2016. /s/ Alejandro Centurion By Feng C. Grove Attorney-in-fact 2016-10-21