RYDER SYSTEM INC — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYDER SYSTEM INC (R)
CIK: 0000085961
Period of Report: 2012-02-10

Reporting Person: WILLIFORD JOHN H (President, Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	F	399	$53.63	Disposed	26055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	Stock Option (right to buy)	$53.63	A	23510	Acquired	2019-02-10	Common Stock (23510)	Direct
2012-02-10	Performance-Based Restricted Stock Rights	$0.00	A	4795	Acquired		Common Stock ()	Direct

Footnotes

F1: Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of restricted stock rights granted to the reporting person on February 10, 2010.

F2: Includes 79 shares of common stock acquired by the reporting person under the Company dividend reinvestment plan.

F3: The stock options vest in three equal installments on February 10, 2013, February 10, 2014 and February 10, 2015.

F4: The performance cycle for the performance-based restricted stock rights (PBRSRs) is segmented into three equal performance periods of one, two and three years. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2014. PBRSRs that do not vest will be cancelled.

F5: The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to 25% to 125% of the number of PBRSRs based on the Company achieving certain threshold, target or maximum performance goals.