SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Meyer James R
(Last) (First) (Middle)
125 SOUTH WACKER DRIVE SUITE 1500
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 65,617 A $0.00(2) 297,172 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 113,276 (4) 01/28/2031 Common stock 113,276 $0.00(5) 113,276 D
Employee Stock Option $2.38 (6) 01/05/2031 Common stock 750,000 750,000 D
Employee Restricted Stock Units $0.00 (7) (7) Common stock 42,815 42,815 D
Employee Stock Appreciation Right $1.66 (8) 01/24/2030 Common stock 332,005 332,005 D
Employee Stock Option $7.41 (9) 01/14/2029 Common stock 72,959 72,959 D
Employee Stock Option $16.66 (10) 01/12/2028 Common stock 33,025 33,025 D
Employee Stock Option $16.44 (11) 07/31/2027 Common stock 350,000 350,000 D
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 750,000 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 30, 2020, the recipient was granted 42,815 cash-settled restricted stock units which will vest on January 30, 2023.
8. On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights. 112,882 cash-settled stock appreciation rights are fully vested and currently exercisable, 109,562 cash-settled stock appreciations rights will vest on January 24, 2022 and 109,561 cash-settled stock appreciation rights will vest on January 24, 2023.
9. On January 14, 2019, the recipient was granted 72,959 options. 48,640 stock options are fully vested and currently exercisable and 24,319 stock options will vest on January 14, 2022.
10. On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable.
11. 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.
Remarks:
/s/ Brian Black, as attorney in fact 02/01/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.