Sec Form 4 Filing - Tonn W Matthew @ FreightCar America, Inc. - 2021-01-28

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) 01/28/2021 (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 01/28/2021 A( 1 ) 28,478 A $ 0 ( 2 ) 133,839 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 $ 3.81 01/28/2021 A( 3 ) 49,162 ( 4 ) 01/28/2031 Common stock 49,162 $ 0 ( 5 ) 49,162 D Employee Stock Option $ 2.38 ( 6 ) 01/05/2031 Common stock 300,000 300,000 D Employee Stock Appreciation Right $ 1.66 ( 7 ) 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 02/01/2021 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 28, 2021 and will vest on January 28, 2024. 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 and no consideration was paid by the recipient for the restricted shares. ( 3 )Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan ( 4 )The options vest in three equal annual installments beginning on January 28, 2022. ( 5 )The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. ( 6 )On January 5, 2021 the recipient was granted 300,000 cash-settled stock options. 34% of the cash-settled stock options 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 cash-settled stock options 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 cash-settled stock options 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. ( 7 )On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights. 48,991 cash-settled stock appreciation rights are fully vested and currently exercisable, 47,550 cash-settled stock appreciations rights will vest on January 24, 2022 and 47,549 cash-settled stock appreciation rights will vest on January 24, 2023.

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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