SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Phillips Geoffrey

(Last)

(First)

(Middle)

233 S WACKER DRIVE

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2023

3. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GATX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,837	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2018 NQ Stock Option (Right to Buy)	01/25/2019⁽¹⁾	01/25/2025	Common Stock	2,300	$69.735	D
2019 NQ Stock Option (Right to Buy)	01/24/2020⁽¹⁾	01/24/2026	Common Stock	2,100	$71.525	D
2020 NQ Stock Option (Right to Buy)	01/31/2021⁽¹⁾	01/31/2027	Common Stock	2,500	$77.07	D
2021 NQ Stock Option (Right to Buy)	01/29/2022⁽¹⁾	01/29/2028	Common Stock	1,800	$91.36	D
2022 NQ Stock Option (Right to Buy)	01/28/2023⁽¹⁾	01/28/2029	Common Stock	1,500	$103.15	D
2023 NQ Stock Option (Right to Buy)	01/26/2024⁽¹⁾	01/26/2030	Common Stock	1,900	$113.28	D

Explanation of Responses:

1. 33.33% of Stock Option granted may be exercised commencing 1 year from the date of the grant, an additional 33.33% commencing 2 years from the date of the grant and the remaining 33.34% commencing 3 years from the date of the grant.

Remarks:

Exhibit List: Exhibit 1 - Confirming Statement

	Lisa M. Ibarra, by Power of Attorney on behalf of Geoffrey Phillips	08/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.