RYDER SYSTEM INC — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYDER SYSTEM INC (R)
CIK: 0000085961
Period of Report: 2017-02-10

Reporting Person: Cooke Dennis C (President, Global FMS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	common stock	M	4477	—	Acquired	16337	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Performance-Based Restricted Stock Rights	$0.0	M	5375	Disposed		common stock (0.0)	Direct
2017-02-10	Stock Option (right to buy)	$76.49	A	34370	Acquired	2027-02-09	common stock (34370.0)	Direct
2017-02-10	Performance-Based Restricted Stock Rights	$0.0	A	10590	Acquired		common stock (10590.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Commom Stock	9	Indirect

Footnotes

F1: Includes 10 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.

F2: With respect to the performance-based restricted stock rights (PBRSRs) for the first, second and third performance periods, 2,105 shares, 1,152 shares and 1,220 shares were earned, respectively.

F3: The performance cycle for the PBRSRs was segmented into three performance periods. The performance cycle ended on December 31, 2016. The PBRSRs earned for each performance period vested upon Board approval on February 10, 2017.

F4: The stock options vest in three equal installments on February 10, 2018, February 10, 2019 and February 10, 2020.

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 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, 2019. PBRSRs that do not vest will be cancelled.