RYDER SYSTEM INC — Director's Dealing 2016

Feb 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYDER SYSTEM INC (R)
CIK: 0000085961
Period of Report: 2016-02-08

Reporting Person: Diez John J. (President, Ryder Dedicated)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-08	Common Stock	F	151	$55.97	Disposed	7227	Direct
2016-02-10	Common Stock	M	464	$0.00	Acquired	7691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-10	Performance-Based Restricted Stock Rights	$0.00	M	465	Disposed		Common Stock (0)	Direct
2016-02-10	Stock Option (right to buy)	$55.32	A	22350	Acquired	2026-02-09	Common Stock (22350)	Direct
2016-02-10	Performance-Based Restricted Stock Rights	$0.00	A	5060	Acquired		Common Stock (5060)	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 on February 8, 2016.

F2: Includes 23 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan.

F3: The shares reported in Column 5 have been adjusted to correct the underreporting of 702 shares in the reporting person's Form 3 filed on March 23, 2015.

F4: With respect to the performance-based restricted stock rights (PBRSRs) for the first, second and third performance periods, 149 shares, 178 shares and 137 shares were earned, respectively.

F5: The performance cycle for the PBRSRs was segmented into three performance periods. The performance cycle ended on December 31, 2015. The PBRSRs earned for each performance period vested upon Board approval on February 10, 2016.

F6: The stock options vest in three equal installments on February 10, 2017, February 10, 2018 and February 10, 2019.

F7: 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.

F8: This amount represents the number of shares that will be earned assuming target performance levels.

F9: The performance cycle for one half of the 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, 2018. PBRSRs that do not vest will be cancelled.