GENESEE & WYOMING INC 4
4 · GENESEE & WYOMING INC · Filed Aug 5, 2003
Insider Transaction Report
Form 4
LONG T MICHAEL
Director
Transactions
- Award
Phantom Stock Unit
2003-08-01+320.73→ 320.73 totalExercise: $0.00→ Class A Common Stock $.01 par value (320.73 underlying)
Holdings
- 433.53
Phantom Stock Unit
Exercise: $0.00→ Class A Common Stock, $.01 par value (433.53 underlying) - 342.47
Phantom Stock Unit
Exercise: $0.00→ Class A Common Stock, $.01 par value (342.47 underlying) - 119.62
Phantom Stock Unit
Exercise: $0.00→ Class A Common Stock, $.01 par value (119.62 underlying) - 0(indirect: by The 1818 Fund III, L.P.)
Class A Common Stock, $.01 par value
- 4,500
Stock Option (Right to Buy)
Exercise: $12.33Exp: 2011-01-10→ Class A Common Stock, $.01 par value (4,500 underlying) - 1,654.63
Phantom Stock Units
Exercise: $0.00→ Class A Common Stock, $.01 par value (1,654.63 underlying) - 2,250
Stock Option (Right to Buy)
Exercise: $19.97Exp: 2012-01-10→ Class A Common Stock, $.01 par value (2,250 underlying) - 592.32
Phantom Stock Unit
Exercise: $0.00→ Class A Common Stock, $.01 par value (592.32 underlying) - 1,138.99
Phantom Stock Units
Exercise: $0.00→ Class A Common Stock, $.01 par value (1,138.99 underlying) - 25,000(indirect: by The 1818 Fund III, L.P.)
Series A Preferred Stock
→ Class A Common Stock, $.01 par value
Footnotes (9)
- [F1]This option was previously reported. The Reporting Person can exercise the option as follows: 1,500 shares on 1/11/02, 1,500 shares on 1/11/03 and 1,500 shares on 1/11/04.
- [F2]This option was previously reported. The Reporting Person can exercise the option as follows: 750 shares on 1/11/03, 750 shares on 1/11/04 and 750 shares on 1/11/05.
- [F3]This option was previously reported. The Reporting Person can exercise the option as follows: 750 shares on 1/11/04, 750 shares on 1/11/05 and 750 shares on 1/11/06.
- [F4]These aggregated Phantom Stock Units were previously reported by the Reporting Person. The Units were credited to the Reporting Person's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Units are to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.
- [F5]This Phantom Stock Unit was previously reported by the Reporting Person. The Unit was credited to the Reporting Person's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.
- [F6]This Phantom Stock Unit was credited to the Reporting Person's account on 8/01/03 at $22.41 per share under the Issuer's Deferred Stock Plan for Non-Employee Directors in a transaction exempt under Rule 16b-3. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.
- [F7]As previously reported, $1,000 per share of Preferred Stock divided by the Conversion Price, set at $10.2222, but subject to adjustment.
- [F8]As previously reported, convertible at any time (without limitation) into 2,445,652 shares of Class A Common Stock, subject to adjustment. In addition, the Reporting Person may, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, be deemed to own certain shares of Class A Common Stock of Genesee & Wyoming Inc. owned by Mortimer B. Fuller, III as a result of a voting agreement. The Reporting Person disclaims beneficial ownership of such shares.
- [F9]By The 1818 Fund III, L.P. (the "1818 Fund III"). The Reporting Person is a general partner of Brown Brothers Harriman & Co. ("BBH"), the general partner of the 1818 Fund III, and, as such, his pecuniary interest in the securities is limited to his percentage interest in BBH's interest in such securities.