Sec Form 4 Filing - BAUN THEODORE W. @ FreightCar America, Inc. - 2016-01-13

Insider filing report for Changes in Beneficial Ownership
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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
BAUN THEODORE W.
2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [ RAIL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP Marketing and Sales
(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2016
(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 01/13/2016 A( 1 ) 5,108 A $ 0 ( 2 ) 14,487 D
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
Performance shares ( 3 ) 01/13/2016 A( 4 ) 5,108 ( 5 ) ( 5 ) ( 5 ) Common stock 5,108 $ 0 ( 6 ) 5,108 D
Employee Stock Option (right to buy) $ 25.55 ( 7 ) 01/15/2024 Common stock 14,575 14,575 D
Employee Stock Option (right to buy) $ 24.56 ( 8 ) 01/18/2023 Common stock 8,300 8,300 D
Employee Stock Option (right to buy) $ 23.4 ( 9 ) 01/12/2022 Common stock 16,400 16,400 D
Employee Stock Option (right to buy) $ 29.88 ( 10 ) 01/13/2021 Common stock 10,600 10,600 D
Employee Stock Option (right to buy) $ 20.69 ( 11 ) 02/23/2020 Common stock 7,250 7,250 D
Employee Stock Option (right to buy) $ 17.84 ( 12 ) 05/12/2019 Common stock 1,000 1,000 D
Employee Stock Option (right to buy) $ 30.47 ( 13 ) 01/13/2018 Common stock 1,650 1,650 D
Performance shares ( 14 ) ( 15 ) ( 15 ) Common stock 3,527 ( 15 ) 3,527 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAUN THEODORE W.
TWO NORTH RIVERSIDE PLAZA
SUITE 1300
CHICAGO, IL60606
SVP Marketing and Sales
Signatures
/s/ Georgia L. Vlamis, as attorney in fact 01/15/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. These shares were granted on January 13, 2016 and will vest on January 13, 2019. The restricted shares are subject to certain restrictions (including possible forfeiture)
( 2 )The restricted shares were granted pursuant to the issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient.
( 3 )Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
( 4 )Exempt issuance of performance shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan
( 5 )Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2016 through December 31, 2018. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2018, with the vesting percentage determined based on actual performance.
( 6 )Performance shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recepient.
( 7 )On January 15, 2014 the recipient was granted 14,575 options. 9,716 stock options are fully vested and currently exercisable and 4,859 stock options will vest on January 14, 2017.
( 8 )On January 18, 2013, the recipient was granted 8,300 options. 5,532 stock options are fully vested and currently exercisable and 2,768 stock options will vest on January 18, 2016.
( 9 )On January 12, 2012, the recipient was granted 16,400 options which are fully vested and currently exercisable.
( 10 )On January 13, 2011, the recipient was granted 10,600 options which are fully vested and currently exercisable.
( 11 )On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable.
( 12 )On May 12, 2009, the recipient was granted 1,000 options which are fully vested and currently exercisable.
( 13 )On January 13, 2008, the recipient was granted 1,650 options which are fully vested and currently exercisable.
( 14 )Each performance share represe nts the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
( 15 )Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2015 through December 31, 2017. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2017, with the vesting percentage determined based on actual performance.

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