Sec Form 4 Filing - Meyer James R @ FreightCar America, Inc. - 2023-05-12

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Meyer James R 2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL] 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 CEO (Last) (First) (Middle) 125 SOUTH WACKER DRIVE, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2023 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 05/12/2023 P 15,251 A $ 2.78 ( 1 ) 622,766 D Common Stock 05/12/2023 P 4,900 A $ 2.85 4,900 I See footnote ( 2 ) Common Stock 05/15/2023 P 12,427 A $ 2.95 ( 3 ) 17,327 I See footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Employee Stock Option $ 3.22 ( 4 ) 01/06/2033 Common Stock 188,585 188,585 D Employee Stock Option $ 3.82 ( 5 ) 01/17/2032 Common Stock 161,402 161,402 D Employee Stock Option $ 3.81 ( 6 ) 01/28/2031 Common Stock 113,276 113,276 D Employee Stock Option $ 2.38 ( 7 ) 01/05/2031 Common Stock 750,000 750,000 D Employee Stock Appreciation Right $ 1.66 ( 8 ) 01/24/2030 Common Stock 332,005 332,005 D Employee Stock Option $ 7.41 ( 9 ) 01/14/2029 Common Stock 72,959 72,959 D Employee Stock Option $ 16.66 ( 10 ) 01/12/2028 Common Stock 33,025 33,025 D Employee Stock Option $ 16.44 ( 11 ) 07/31/2027 Common Stock 350,000 350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meyer James R 125 SOUTH WACKER DRIVE SUITE 1500 CHICAGO, IL60606 X President and CEO Signatures /s/ Celia Perez, as attorney in fact 05/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $2.75 to $2.85. The Reporting Person will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. ( 2 )The securities are owned by Cinci-Cebu, Inc. James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc. ( 3 )Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $2.88 to $3.00. The Reporting Person will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. ( 4 )On January 6, 2023, the recipient was granted 188,585 options which will vest in three equal annual installments beginning on January 6, 2024. ( 5 )On January 17, 2022, the recipient was granted 161,402 options. 54,876 options are fully vested and currently exercisable. 53,263 options will vest on January 17, 2024 and 53,263 options will vest on January 17, 2025. ( 6 )On January 28, 2021, the recipient was granted 113,276 options. 78,394 options are fully vested and currently exercisable and 37,382 options will vest on January 28, 2024. ( 7 )On January 5, 2021, the recipient was granted 750,000 cash-settled stock appreciation rights. 502,500 cash-settled stock appreciation rights are fully vested and currently exercisable and 247,500 cash-settled stock appreciation rights will vest on January 5, 2024. ( 8 )On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights which are fully vested and currently exercisable. ( 9 )On January 14, 2019, the recipient was granted 72,959 options which are fully vested and current ly exercisable. ( 10 )On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable. ( 11 )On July 31, 2017, the recipient was granted 350,000 options. The options vest and become exercisable based on a trailing 90-consecutive calendar day average closing price of one share of the Issuer's common stock (the "Stock Price") in the following proportions, provided the option holder remains continuously employed by the Issuer until the applicable vesting date: 34% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $5.00 per share above the exercise price, an additional 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $10.00 per share above the exercise price and the final 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $15.00 per share above the exercise price.

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 4(b)(v).

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