Sec Form 4 Filing - Vlamis Georgia L @ FreightCar America, Inc. - 2020-01-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Vlamis Georgia L
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, Gen Counsel, Corp Sec & HR
(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2020
(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 01/24/2020 A( 1 ) 63,253 A $ 0 ( 2 ) 86,554 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
Employee Stock Appreciation Right $ 1.66 01/24/2020 A( 3 ) 139,442 ( 4 ) 01/24/2030 Common stock 139,442 $ 0 ( 5 ) 139,442 D
Employee Stock Option (right to buy) $ 7.41 ( 6 ) 01/14/2029 Common stock 27,349 27,349 D
Employee Stock Option (right to buy) $ 16.66 ( 7 ) 01/12/2028 Common stock 44,212 44,212 D
Employee Stock Option (right to buy) $ 16.66 ( 8 ) 01/12/2028 Common stock 12,379 12,379 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vlamis Georgia L
TWO NORTH RIVERSIDE PLAZA SUITE 1300
CHICAGO, IL60606
VP, Gen Counsel, Corp Sec & HR
Signatures
/s/ Georgia L. Vlamis, as attorney in fact 01/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exempt issuance of restricted shares under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. These shares were granted on January 24, 2020 and will vest on January 24, 2023. The restricted shares are subject to certain restrictions (including possible forfeiture).
( 2 )The restricted shares were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares.
( 3 )Exempt issuance of stock appreciation rights under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each stock appreciation right represents the right to receive a payment measured by the increase in the fair market value of one share of the Issuer's common stock from the date of the grant of the stock appreciation right to the date of exercise of the stock appreciation right.
( 4 )The stock appreciation rights vest in three equal annual installments beginning on January 24, 2021.
( 5 )The stock appreciation rights were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the stock appreciation rights.
( 6 )On January 14, 2019 the recipient was granted 27,349 options 9,116 stock options are fully vested and currently exercisable. 9,116 stock options will vest on January 14, 2021 and 9,117 stock options will vest on January 14, 2022.
( 7 )On January 12, 2018, the recipient was granted 44,212 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.
( 8 )On January 12, 2018, the recipient was granted 12,379 options. 8,252 stock options are fully vested and currently exercisable and 4,127 stock options will vest on January 12, 2021.

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).
** 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.