GATX CORP — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2015-05-01

Reporting Person: Sutherland David (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Stock	A	1106.7263	$54.495	Acquired	45891.8383	Direct

Footnotes

F1: Includes 115.4153 shares acquired pursuant to a dividend reinvestment feature of the GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and 119.6714 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 (412.8819 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 (458.7577 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.