GATX CORP — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2013-02-04

Reporting Person: Earl James F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-04	Common Stock	M	17500	$21.85	Acquired	59956.0483	Direct
2013-02-04	Common Stock	M	7800	$38.625	Acquired	67756.0483	Direct
2013-02-04	Common Stock	S	17500	$47.9185	Disposed	50256.0483	Direct
2013-02-05	Common Stock	S	737	$47.9255	Disposed	49519.0483	Direct
2013-02-05	Common Stock	F	7063	$48.145	Disposed	42456.0483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-04	2003 NQ Stock Option (Right to Buy)	$21.85	M	17500	Disposed	2013-08-01	Common Stock (17500)	Direct
2013-02-04	Stock-Settled Stock Appreciation Right	$38.625	M	7800	Disposed	2013-03-10	Common Stock (7800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock 401(k)	8935.133	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from 47.70 to 48.25, inclusive. The reporting person undertakes to provide to GATX Corporation, any security holder of GATX Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each seperate price within the ranges set forth in the footnotes (1) and (2) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from 47.87 to 48.03, inclusive.