X0306 4 2017-10-24 0 0000923120 GREENBRIER COMPANIES INC GBX 0000937952 FURMAN WILLIAM A C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO OR 97035-8612 1 1 0 0 President & CEO Common stock - GBX 2017-10-24 4 M 0 51210 0.00 A 365635 I By William A Furman Revocable Living Trust Common stock - GBX 2017-10-24 4 F 0 26090 51.65 D 339545 I By William A Furman Revocable Living Trust Restricted Stock Units 2017-10-24 4 M 0 30000 0.00 D Common Stock 30000 186019 D On May 22, 2015, the Reporting Person was awarded 30,000 performance-based restricted stock units ("RSUs"), including 15,000 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 15,000 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, 51,210 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 24, 2017. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 22, 2015, 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 22, 2015, 30,000 RSUs vested on October 24, 2017. /s/ William A. Furman By Feng C. Grove Attorney-in-fact 2017-10-26