X0306 4 2016-10-19 0 0000923120 GREENBRIER COMPANIES INC GBX 0001544978 Hannan Walter T. C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO OR 97035 0 1 0 0 SVP & CHRO Common stock - GBX 2016-10-19 4 M 0 5516 0.00 A 20799.262 D Common stock - GBX 2016-10-19 4 F 0 2004 35.55 D 18795.262 D Common stock - GBX 2681 I By Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees Restricted Stock Units 2016-10-19 4 M 0 2758 0.00 D Common Stock 2758 20335 D On May 5, 2014, the Reporting Person was awarded 2,758 performance-based restricted stock units ("RSUs"), including 1,379 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 1,379 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, 5,516 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 19, 2016. Amount of securities beneficially owned following reported transaction(s) includes 14.412 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired at various dates and reflect acquisitions through October 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, 2,758 RSUs vested on October 19, 2016. /s/ Walter T. Hannan By Feng C. Grove Attorney-in-fact 2016-10-21