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RYDER SYSTEM INC Director's Dealing 2010

Feb 13, 2010

30770_dirs_2010-02-12_e5eccb64-e0bf-46d7-9900-5beef04ca36e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYDER SYSTEM INC (R)
CIK: 0000085961
Period of Report: 2010-02-10

Reporting Person: Fatovic Robert D (EVP, CLO & Corp. Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-10 Common Stock M 3500 $0.00 Acquired 19143 Direct
2010-02-10 Common Stock A 1825 $0.00 Acquired 20968 Direct
2010-02-10 Common Stock F 1042 $32.985 Disposed 19926 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-02-10 Stock Option (right to buy) $32.985 A 27220 Acquired 2017-02-10 Common Stock (27220) Direct
2009-02-10 Performance-Based Restricted Stock Rights $0.00 A 5730 Acquired Common Stock (5730) Direct
2010-02-10 Performance-Based Restricted Stock Rights $0.00 M 3500 Disposed Common Stock (3500) Direct

Footnotes

F1: Represents shares of common stock acquired by the reporting person through the vesting of performance-based restricted stock rights granted on February 9, 2007.

F2: These performance-based restricted stock rights vested upon approval of the Board of Directors on February 10, 2010 based on the Company achieving a financial performance goal for the three-year period ending December 31, 2009.

F3: Includes 59 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan since the date of the reporting person's last Section 16 filing.

F4: Represents time-based restricted stock rights granted to the reporting person by the Company. The restricted stock rights vest in three equal installments on February 10, 2011, February 10, 2012 and February 10, 2013.

F5: Represents shares of common stock withheld upon the vesting of performance-based restricted stock rights for the payment of the related tax liability.

F6: The stock options vest in three equal installments on February 10, 2011, February 10, 2012 and February 10, 2013.

F7: Each performance-based restricted stock right represents a contingent right to receive one share of Ryder common stock based on the Company achieving a financial performance goal for the three-year performance period ending December 31, 2012. Performance-based restricted stock rights that do not vest will be cancelled.