Carlyle Group Inc. — Director's Dealing 2013

Feb 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESEE & WYOMING INC (GWR)
CIK: 0001012620
Period of Report: 2013-02-13

Reporting Person: TC Group V, L.P. (10% Owner)
Reporting Person: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: Carlyle Group L.P. (10% Owner)
Reporting Person: Carlyle Holdings II GP L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings II L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings, L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings Sub L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-13	Class A Common Stock	C	5984232	—	Acquired	5984232	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Mandatorily Convertible Perpetual Preferred Stock-Series A-1	$0	C	350000	Disposed		Class A Common Stock (5984232)	Indirect

Footnotes

F1: Carlyle Partners V GW, L.P., CP V GW AIV1, L.P., CP V GW AIV2, L.P., CP V GW AIV3, L.P., CP V GW AIV4, L.P., CP V Coinvestment A, L.P. and CP V Coinvestment B, L.P. are the record holders of 3,550,409, 553,658, 540,740, 540,933, 559,829, 212,402 and 26,261 shares of Class A Common Stock, respectively.

F2: Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group V, L.L.C., which is the general partner of TC Group V, L.P., which is the general partner of each of Carlyle Partners V GW, L.P., CP V GW AIV1, L.P., CP V GW AIV2, L.P., CP V GW AIV3, L.P., CP V GW AIV4, L.P., CP V Coinvestment A, L.P. and CP V Coinvestment B, L.P.

F3: The Mandatorily Convertible Perpetual Preferred Stock, Series A-1 (the "Preferred Stock") had no expiration date and was convertible at any time into 17.0978166 shares of Class A Common Stock per share of Preferred Stock.