RYDER SYSTEM INC — Director's Dealing 2013

Feb 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYDER SYSTEM INC (R)
CIK: 0000085961
Period of Report: 2013-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-10	Common Stock	F	521	$57.705	Disposed	25786	Direct
2013-02-11	Common Stock	M	12182	$32.985	Acquired	37968	Direct
2013-02-11	Common Stock	S	12182	$57.43	Disposed	25786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-08	Stock Option (right to buy)	$58.21	A	21155	Acquired	2023-02-07	Common Stock (21155)	Direct
2013-02-08	Performance-Based Restricted Stock Rights	$0.00	A	5085	Acquired		Common Stock ()	Direct
2013-02-11	Stock Option (right to buy)	$32.985	M	12182	Disposed	2017-02-10	Common Stock (12182)	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: This reflects the weighted average price at which the shares were sold. The sales prices ranged from $57.38 to 57.46.

F3: The Reporting Person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: The stock options vest in three equal installments on February 8, 2014, February 8, 2015 and February 8, 2016.

F5: The performance cycle for one half of the performance-based restricted stock rights (PBRSRs) is segmented into three equal performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2015. PBRSRs that do not vest will be cancelled.

F6: 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.

F7: The option, representing the right to purchase 36,545 shares, vests in accordance with the following schedule: 12,182 vested on February 10, 2011, 12,181 vested on February 10, 2012 and 12,182 vested on February 10, 2013.