4//SEC Filing
FULLER MORTIMER B III 4
Accession 0001181431-12-062838
CIK 0001012620other
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 4:17 PM ET
Size
22.9 KB
Accession
0001181431-12-062838
Insider Transaction Report
Form 4
FULLER MORTIMER B III
DirectorExec.Chmn. & Chrmn.of the Bd.
Transactions
- Conversion
Class A Common Stock, $.01 par value
2012-12-06+38,523→ 76,767 total - Conversion
Class B Common Stock, $.01 par value
2012-12-06−38,523→ 1,063,223 total→ Class A Common Stock, $.01 par value (38,523 underlying) - Conversion
Class B Common Stock, $.01 par value
2012-12-04−7,000→ 2,748 total(indirect: By Spouse)→ Class A Common Stock, $.01 par value (7,000 underlying) - Conversion
Class B Common Stock, $.01 par value
2012-12-05−21,000→ 1,101,746 total→ Class A Common Stock, $.01 par value (21,000 underlying) - OtherSwap
Contract to Sell
2012-12-06−50,000→ 0 totalFrom: 2012-11-28Exp: 2012-11-28→ Class A Common Stock, $.01 par value (50,000 underlying) - Gift
Class A Common Stock, $.01 par value
2012-12-04−12,730→ 225.5 total(indirect: By Spouse) - Conversion
Class A Common Stock, $.01 par value
2012-12-05+21,000→ 38,244 total - OtherSwap
Class A Common Stock, $.01 par value
2012-12-06−38,523→ 38,244 total - Conversion
Class A Common Stock, $.01 par value
2012-12-04+7,000→ 12,955.5 total(indirect: By Spouse) - Gift
Class A Common Stock, $.01 par value
2012-12-04+12,730→ 12,730 total(indirect: By Trust)
Footnotes (7)
- [F1]The shares were received upon conversion of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
- [F2]These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.
- [F3]Held by a trust of which Mr. Fuller is trustee for the benefit of a family member of Mr. Fuller. Mr. Fuller disclaims beneficial ownership of these shares.
- [F4]On December 6, 2012, Mr. Fuller settled a variable prepaid forward contract that was entered into on November 28, 2011 with Credit Suisse Capital LLC ("Credit Suisse"), relating to 50,000 shares of Common Stock of the Company, which contract expired November 28, 2012. Mr. Fuller received net proceeds of $2,387,407 under the contract. Under the terms of the contract, Mr. Fuller agreed to deliver shares of Class B Common Stock (which would immediately convert into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract as follows: (continued in Footnotes 5 and 6 below.)
- [F5](a) if the final price was less than or equal to the floor price ($55.85 per share), 50,000 shares; (b) if the final price was less than or equal to the cap price ($72.60 per share), but greater than the floor price, then a number of shares equal to 50,000 times the floor price divided by the final price; and (c) if the final price was greater than the cap price, then a number of shares equal to 50,000 shares multiplied by a fraction, the numerator of which was the sum of the floor price and the difference between the final price and the cap price, and the denominator of which was the final price. (Continued in Footnote 6 below.)
- [F6]On November 28, 2012, the final price under the contract was $72.9894. Accordingly, on December 6, 2012 Mr. Fuller transferred to Credit Suisse 38,523 shares of Class A Common Stock.
- [F7]This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock.
Documents
Issuer
GENESEE & WYOMING INC
CIK 0001012620
Entity typeother
IncorporatedCT
Related Parties
1- filerCIK 0001032793
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 4:17 PM ET
- Size
- 22.9 KB