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1
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NAME OF REPORTING PERSONS
Keeley Asset Management Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) ¨
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,317,645
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,368,245
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,245 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1)
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The percent ownership calculated is based upon an aggregate of 39,008,223 shares outstanding as of October 29, 2010.
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Item 1(a).
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Name of Issuer:
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Genesee & Wyoming Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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66 Field Point Road, Greenwich, CT 06830
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Item 2(a).
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Name of Person Filing:
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The person filing this Schedule 13G is Keeley Asset Management Corp.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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401 South LaSalle Street, Chicago, Illinois 60605
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Item 2(c).
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Citizenship:
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Keeley Asset Management Corp. is an Illinois corporation.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock
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Item 2(e).
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CUSIP Number:
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371559105
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Item 3.
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If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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T
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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Item 4.
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Ownership:
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Keeley Asset Management Corp.
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(a)
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Amount Beneficially Owned: 1,368,245
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(b)
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Percent of Class: 3.5%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 1,317,645
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of: 1,368,245
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(iv)
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shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following T.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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N/A
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Item 8.
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Identification and Classification of Members of the Group:
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N/A
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Item 9.
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Notice of Dissolution of Group:
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N/A
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Item 10.
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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