Sec Form 4 Filing - GEHL WILLIAM D @ FreightCar America, Inc. - 2022-05-12

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
GEHL WILLIAM D
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
125 SOUTH WACKER DRIVE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2022
(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 05/12/2022 A( 1 ) 17,882 A $ 0( 2 ) 132,710 D
Common Stock 05/12/2022 D( 3 ) 6,995 D $ 0( 4 ) 125,715 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GEHL WILLIAM D
125 SOUTH WACKER DRIVE
SUITE 1500
CHICAGO, IL60606
X
Signatures
/s/ Emily Varges as attorney in fact 05/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exempt issuance of restricted shares under Rule 16(b)-3(d) pursuant to the Issuer's 2022 Long Term Incentive Plan.
( 2 )The restricted shares were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient. The restricted shares represent shares granted as part of the annual retainer for serving as director of the Issuer. The shares will vest at the close of business on the earlier of (i) May 12, 2023 or (ii) the last trading day before the date of the Company's 2023 annual meeting of shareholders.
( 3 )Exempt disposition of shares under Rule 16(b)-3(e).
( 4 )The shares were returned to the Issuer by the Reporting Person for no consideration to correct a prior issuance to the Reporting Person of excess shares.

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).

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