GATX CORP — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Porzenheim Clifford J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	2500	$31.735	Acquired	21284.8805	Direct
2012-02-01	Common Stock	M	4600	$32.645	Acquired	25884.8805	Direct
2012-02-01	Common Stock	S	7100	$43.75	Disposed	18784.8805	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	2002 NQ Stock Option (Right to Buy)	$31.735	M	2500	Disposed	2012-04-26	Common Stock (2500)	Direct
2012-02-01	2005 NQ Stock Option (Right to Buy)	$32.645	M	4600	Disposed	2012-03-25	Common Stock (4600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock 401(k)	12479.034	Indirect

Footnotes

F1: GATX Corporation's 401(k) plan is a unitized stock fund made up of company stock plus short term investments. Because the fund includes more than company stock, participants purchase units of the fund rather than company shares of stock. The number of units held by a participant may vary depending on the performance of the company stock, the overall stock market, and the amount of short term investments in the fund. Such a variance has caused the value of the units in the reporting person's 401(k) fund to be reduced without any actual disposition of shares.