Sec Form 4 Filing - Meyer James R @ FreightCar America, Inc. - 2020-01-30

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
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)
TWO NORTH RIVERSIDE PLAZA SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2020
(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 186,555 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 Restricted Stock Units $ 0 ( 1 ) 01/30/2020 A 42,815 ( 2 ) ( 2 ) Common stock 42,815 $ 0 ( 3 ) 42,815 D
Employee Stock Appreciation Right $ 1.66 ( 4 ) 01/24/2030 Common stock 332,005 332,005 D
Employee Stock Option (right to buy) $ 7.41 ( 5 ) 01/14/2029 Common stock 72,959 72,959 D
Employee Stock Option (right to buy) $ 16.66 ( 6 ) 01/12/2028 Common stock 33,025 33,025 D
Employee Stock Option (right to buy) $ 16.44 ( 7 ) 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
TWO NORTH RIVERSIDE PLAZA SUITE 1300
CHICAGO, IL60606
X President and CEO
Signatures
/s/ Georgia L. Vlamis, as attorney in fact 01/31/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exempt issuance of restricted stock units under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each restricted stock unit represents the right to receive the cash equivalent of one share of the Issuer's common stock at the time of vesting.
( 2 )The restricted stock units will vest on January 30, 2023.
( 3 )The restricted stock units were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted stock units.
( 4 )On January 24, 2020 the recipient was granted 332,005 stock appreciation rights which will vest in three equal annual installments beginning on January 24, 2021.
( 5 )On January 14, 2019, the recipient was granted 72,959 options. 24,320 stock options are fully vested and currently exercisable, 24,320 stock options will vest on January 14, 2021 and 24,319 stock options will vest on January 14, 2022.
( 6 )On January 12, 2018, the recipient was granted 33,025 options. 22,016 stock options are fully vested and currently exercisable and 11,009 stock options will vest on January 12, 2021.
( 7 )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.

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