Sec Form 4 Filing - AVERY CHARLES F JR @ FreightCar America, Inc. - 2016-01-13

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 AVERY CHARLES F JR 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) VP Finance, CFO and Treasurer (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 ) 4,257 A $ 0 ( 2 ) 21,376.5374 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 ) 4,257 ( 5 ) ( 5 ) ( 5 ) Common stock 4,257 $ 0 ( 6 ) 4,257 D Employee Stock Option (right to buy) $ 25.55 ( 7 ) 01/15/2024 Common stock 15,875 15,875 D Performance shares ( 8 ) ( 9 ) ( 9 ) Common stock 3,138 ( 9 ) 3,138 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AVERY CHARLES F JR TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO, IL60606 VP Finance, CFO and Treasurer 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 15,875 options. 10,582 stock options are fully vested and currently exercisable and 5,293 stock options will vest on January 15, 2017. ( 8 )Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. ( 9 )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.

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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