Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CONTI P SCOTT	2. Issuer Name and Ticker or Trading Symbol PROVIDENCE & WORCESTER RAILROAD CO/RI/ [ PWX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President and COO
(Last)          (First)          (Middle) 75 HAMMOND STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 11/1/2016
(Street) WORCESTER, MA 01610 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/1/2016		M		12000	A	(1)	24846	D
Common Stock	11/1/2016		D		12000	D	$25.00   (2)	12846	D
Common Stock	11/1/2016		D		12846	D	$25.00   (2)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$13.70	11/1/2016		D			8000	1/18/2017   (3)	1/18/2026	Common Stock	8000	$11.30   (4) (5)	0	D
Stock Option (right to buy)	$18.09	11/1/2016		D			838	7/2/2015	1/2/2025	Common Stock	838	$6.91   (4) (6)	0	D
Stock Option (right to buy)	$19.55	11/1/2016		D			844	7/2/2014	1/2/2024	Common Stock	844	$5.45   (4) (7)	0	D
Stock Option (right to buy)	$13.96	11/1/2016		D			704	7/2/2013	1/2/2023	Common Stock	704	$11.04   (4) (8)	0	D
Stock Option (right to buy)	$11.40	11/1/2016		D			716	7/3/2012	1/3/2022	Common Stock	716	$13.60   (4) (9)	0	D
Stock Option (right to buy)	$16.75	11/1/2016		D			715	7/3/2011	1/3/2021	Common Stock	715	$8.25   (4) (10)	0	D
Stock Option (right to buy)	$10.75	11/1/2016		D			618	7/4/2010	1/4/2020	Common Stock	618	$14.25   (4) (11)	0	D
Stock Option (right to buy)	$11.99	11/1/2016		D			570	7/2/2009	1/2/2019	Common Stock	570	$13.01   (4) (12)	0	D
Stock Option (right to buy)	$16.72	11/1/2016		D			465	7/2/2008	1/2/2018	Common Stock	465	$8.28   (4) (13)	0	D
Stock Option (right to buy)	$19.50	11/1/2016		D			440	7/2/2007	1/2/2017	Common Stock	440	$5.50   (4) (14)	0	D
Restricted Stock Unit	(1)	11/1/2016		M			12000	(1)	1/3/2025	Common Stock	12000	(1)	0	D

Explanation of Responses:
( 1)	Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $300,000.00.
( 2)	Disposed of for $25.00 per share in cash pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement", among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W.
( 3)	This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement.
( 4)	This option was cancelled pursuant to the terms of the Merger Agreement.
( 5)	The reporting person received $90,400.00 as consideration for the cancellation.
( 6)	The reporting person received $5,790.58 as consideration for the cancellation.
( 7)	The reporting person received $4,599.80 as consideration for the cancellation.
( 8)	The reporting person received $2,980.80 as consideration for the cancellation.
( 9)	The reporting person received $9,737.60 as consideration for the cancellation.
( 10)	The reporting person received $5,898.75 as consideration for the cancellation.
( 11)	The reporting person received $8,806.50 as consideration for the cancellation.
( 12)	The reporting person received $7,415.70 as consideration for the cancellation.
( 13)	The reporting person received $3,850.20 as consideration for the cancellation.
( 14)	The reporting person received $2,420.00 as consideration for the cancellation.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CONTI P SCOTT 75 HAMMOND STREET WORCESTER, MA 01610	X		President and COO

Signatures
/s/ P. Scott Conti		11/2/2016
** Signature of Reporting Person		Date

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