Sec Form 4 Filing - Tonn W Matthew @ FreightCar America, Inc. - 2021-01-05

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
Tonn W Matthew
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)
Chief Commercial Officer
(Last) (First) (Middle)
125 SOUTH WACKER DRIVE SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2021
(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 105,361 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 Option $ 2.38 01/05/2021 A( 1 ) 300,000 ( 2 ) 01/05/2031 Common stock 300,000 $ 0 ( 3 ) 300,000 D
Employee Stock Appreciation Right $ 1.66 ( 4 ) 01/24/2030 Common stock 144,090 144,090 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tonn W Matthew
125 SOUTH WACKER DRIVE SUITE 1500
CHICAGO, IL60606
Chief Commercial Officer
Signatures
/s/ Brian Black, as attorney in fact 01/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exempt issuance of cash-settled stock options under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each cash-settled stock optiion represents the right to receive a distribution in cash equal to the difference between the exercise price and the fair market value of a share of the Issuer's common stock on the date of exercise.
( 2 )34% of the shares subject to each cash-settled stock option will vest on the later of (i) the first anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share; an additional 33% of the shares subject to each cash-settled stock option will vest on the later of (i) the second anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share; and the final 33% of the shares subject to each cash-settled stock option will vest on the later of (i) the third anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share.
( 3 )The cash-settled stock options were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the cash-settled stock options.
( 4 )On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights which will vest in three equal annual installments beginning on January 24, 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).
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