X0306 4 2017-10-24 0 0000923120 GREENBRIER COMPANIES INC GBX 0001293862 DOWNES ADRIAN J C/O THE GREENBRIER COMPANIES, INC., ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO OR 97035 0 1 0 0 SVP & CAO Common stock - GBX 2017-10-24 4 M 0 7256 0.00 A 26726 I By Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees Common stock - GBX 2290 D Restricted Stock Units 2017-10-24 4 M 0 4250 0.00 D Common Stock 4250 19088 D On May 22, 2015, the Reporting Person was awarded 4,250 performance-based restricted stock units ("RSUs"), including 2,125 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 2,125 RSUs subject to vesting based on the issuer's achievement of ROE performance objectives. The issuer achieved performance at between target and stretch levels against the adjusted EBITDA performance objective and 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 168.4% and 173.0% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 7,256 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 24, 2017. 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 22, 2015, 4,250 RSUs vested on October 24, 2017. /s/ Adrian J. Downes By Feng C. Grove Attorney-in-fact 2017-10-26