FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HELLMANN JOHN C
2. Issuer Name and Ticker or Trading Symbol

GENESEE & WYOMING INC [ GWR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Exec. Officer & Pres.
(Last)          (First)          (Middle)

C/O GENESEE & WYOMING INC., 20 WEST AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2019
(Street)

DARIEN, CT 06820
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.01 par value 9/19/2019  G  V 64474 D$0.00 358530 D  
Class A Common Stock, $0.01 par value 10/4/2019  G  V 56039 D$0.00 302491 D  
Class A Common Stock, $0.01 par value 12/30/2019  D(1)(2)  302491 (1)D$112.00 (1)0 D  
Class A Common Stock, $0.01 par value 12/30/2019  D(1)(2)  55555 D$112.00 (1)0 I By Trust (3)
Class A Common Stock, $0.01 par value 12/30/2019  A(1)(4)  46386 A$0.00 46386 D  
Class A Common Stock, $0.01 par value 12/30/2019  D(1)(4)  46386 D$112.00 (1)(4)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $103.10 12/30/2019  D     17858   (5)2/26/2020 Class A Common Stock, $0.01 par value 17858 $8.90 (5)0 D  
Stock Option (Right to Buy) $82.34 12/30/2019  D     21659   (5)5/28/2020 Class A Common Stock, $0.01 par value 21659 $29.66 (5)0 D  
Stock Option (Right to Buy) $68.38 12/30/2019  D     21515   (5)8/30/2020 Class A Common Stock, $0.01 par value 21515 $43.62 (5)0 D  
Stock Option (Right to Buy) $69.27 12/30/2019  D     22982   (5)11/29/2020 Class A Common Stock, $0.01 par value 22982 $42.73 (5)0 D  
Stock Option (Right to Buy) $57.12 12/30/2019  D     89280   (6)2/25/2021 Class A Common Stock, $0.01 par value 89280 $54.88 (6)0 D  
Stock Option (Right to Buy) $74.14 12/30/2019  D     82167   (7)2/27/2022 Class A Common Stock, $0.01 par value 82167 $37.86 (7)0 D  
Stock Option (Right to Buy) $69.53 12/30/2019  D     83588   (8)2/27/2025 Class A Common Stock, $0.01 par value 83588 $42.47 (8)0 D  
Class B Common Stock, $0.01 par value  (9)12/30/2019  D (1)(9)    1872   (9) (9)Class A Common Stock, $0.01 par value 1872 $112.00 (1)(9)0 D  

Explanation of Responses:
(1) On December 30, 2019, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019 (the "Merger Agreement"), among Genesee & Wyoming Inc. ("G&W"), DJP XX, LLC ("Parent"), and MKM XXII Corp. ("Merger Sub"), Merger Sub was merged with and into G&W (the "Merger") with G&W surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, upon completion of the Merger, each share of G&W common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "Merger Consideration") and time-based vesting conditions of each (i) unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") and (ii) previously earned performance-based restricted stock units ("PSUs") were deemed satisfied and accelerated in full and each Stock Unit and earned PSU was cancelled and entitled the holder to receive the Merger Consideration.
(2) Included in the table above are a total of 104,355 Stock Units and earned PSUs which were accelerated in connection with the Merger.
(3) Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
(4) The reporting person was previously granted PSUs which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding PSUs were deemed immediately vested, PSUs with respect to a performance period beginning January 1, 2019 and ending December 31, 2021 were deemed earned based on target-level performance and all other PSUs were deemed earned based on the actual performance achieved. Each earned PSU was cancelled and entitled the holder to receive an amount in cash equal to the number of shares subject to the earned PSU multiplied by the Merger Consideration.
(5) These options which provided for vesting in three equal annual installments, beginning February 27, 2016, were cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
(6) This option which provided for vesting in three equal annual installments, beginning February 28, 2017, was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
(7) This option which provided for vesting in three equal annual installments, beginning February 28, 2018, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.
(8) This option which provided for vesting in three equal annual installments, beginning February 28, 2019, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.
(9) This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock was freely convertible into one share of Class A Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HELLMANN JOHN C
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT 06820
X
Chief Exec. Officer & Pres.

Signatures
Allison M. Fergus, Attorney-in-Fact for John C. Hellmann12/30/2019
**Signature of Reporting PersonDate

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