TRINITY INDUSTRIES INC — Director's Dealing 2015

May 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2015-05-04

Reporting Person: BEST RHYS J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-05	Common Stock	M	7500	$12.61	Acquired	32500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-04	Trinity Stock Units	$0	A	3694	Acquired		Common Stock (3694)	Direct
2015-05-05	Stock option (right to buy)	$12.61	M	7500	Disposed	2015-09-07	Common Stock (7500)	Direct

Footnotes

F1: Option Term is Ten Years. Options vest on the grant date.

F2: Restricted Stock Units granted pursuant to the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan. Distribution is 1 for 1 in Trinity Stock after Director's termination. Units vest on the 1st business day immediately preceding the 2016 Annual Meeting of Stockholders.