Sec Form 4 Filing - MALIEKEL JOSEPH J @ FreightCar America, Inc. - 2020-01-24

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 MALIEKEL JOSEPH J 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, Corp Controller and PAO (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 ) 38,669 A $ 0 ( 2 ) 60,722.674 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 ) 36,534 ( 4 ) 01/24/2030 Common stock 36,534 $ 0 ( 5 ) 36,534 D Employee Stock Option (right to buy) $ 7.41 ( 6 ) 01/14/2029 Common stock 7,790 7,790 D Employee Stock Option (right to buy) $ 16.66 ( 7 ) 01/12/2028 Common stock 3,447 3,447 D Employee Stock Option (right to buy) $ 25.55 ( 8 ) 01/15/2024 Common Stock 9,825 9,825 D Employee Stock Option (right to buy) $ 24.56 ( 9 ) 01/18/2023 Common Stock 5,000 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MALIEKEL JOSEPH J TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO, IL60606 VP, Corp Controller and PAO 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 7,790 options. 2,597 stock options are fully vested and currently exercisable, 2,597 stock options will vest on January 14, 2021 and 2,596 stock options will vest on January 14, 2022. ( 7 )On January 12, 2018, the recipient was granted 3,447 options. 2,298 stock options are fully vested and currently exercisable and 1,149 stock options will vest on January 12, 2021. ( 8 )On January 15, 2014 the recipient was granted 9,825 options which are fully vested and currently exercisable. ( 9 )On January 18, 2013 the recipient was granted 5,000 options which are fully vested and currently exercisable.

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