RYDER SYSTEM INC — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYDER SYSTEM INC (R)
CIK: 0000085961
Period of Report: 2015-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Common Stock	M	1893	$0.00	Acquired	9939	Direct
2015-02-12	Common Stock	F	286	$93.51	Disposed	9653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Performance-Based Restricted Stock Rights	$0.00	M	3620	Disposed		Common Stock (0)	Direct
2015-02-12	Stock Option (right to buy)	$93.51	A	17335	Acquired	2025-02-11	Common Stock (17335)	Direct
2015-02-12	Performance-Based Restricted Stock Rights	$0.00	A	3420	Acquired		Common Stock (3420)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	451	Indirect
Common Stock	283	Indirect

Footnotes

F1: Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of PBRSRs on February 12, 2015.

F2: The PBRSRs for the first performance period (1,206) were not earned and were therefore cancelled. For the second and third performance periods, 567 shares and 1,326 shares were earned, respectively.

F3: The performance cycle for the performance-based restricted stock rights (PBRSRs) was segmented into three performance periods. The performance cycle ended on December 31, 2014. The PBRSRs earned for each performance period vested upon Board approval on February 12, 2015.

F4: The stock options vest in three equal installments on February 12, 2016, February 12, 2017 and February 12, 2018.

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

F6: This amount represents the number of shares that will be earned assuming target performance levels.

F7: The performance cycle for one half of the performance-based restricted stock rights (PBRSRs) is segmented into three 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 performance cycle ends on December 31, 2017. PBRSRs that do not vest will be cancelled.