GATX CORP — Director's Dealing 2014

Feb 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2014-01-30

Reporting Person: MUCKIAN WILLIAM M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-30	Common Stock	A	3015	—	Acquired	14175.003	Direct
2014-01-30	Common Stock	F	1041	$58.345	Disposed	13134.003	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-30	Stock-Settled Stock Appreciation Right	$58.345	A	4000	Acquired	2021-01-30	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock 401(k)	5688.311	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.

F2: 33.33% of Stock-Settled Stock Appreciation Right granted may be exercised commencing 1 year from the date of the grant, an additional 33.33% commencing 2 years from the date of the grant and the remaining 33.34% commencing 3 years from the date of the grant.