GATX CORP — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2012-02-01

Reporting Person: McGrath Mark G (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	1197.9319	$43.115	Acquired	30348.7317	Direct

Footnotes

F1: Includes 100.9180 shares acquired pursuant to a dividend reinvestment feature of the GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and 95.7150 shares acquired pursuant to a dividend reinvestment feature of the Directors Deferred Fee Plan ("Deferred Fee Plan").

F2: Includes that portion of (a) the quarterly payment of the annual directors' fee (463.8757 shares) credited to an account established for each director under the GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and (b) the annual retainer and meeting fee (537.4232 shares) which the reporting person elected to invest in units of phantom stock under the Directors' Deferred Fee Plan ("Deferred Fee Plan") which in each case will be settled in common stock upon the expiration of the directors' service on the Board.