SEC FORM 4

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

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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^*

McCarthy Thomas P

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA SUITE 1300

(Street)

CHICAGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/13/2016		A⁽¹⁾		2,860	A	$0.00⁽²⁾	11,520	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance shares	⁽³⁾	01/13/2016		A⁽⁴⁾		2,860⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common stock	2,860	$0.00⁽⁶⁾	2,860	D
Employee Stock Option (right to buy)	$25.55							⁽⁷⁾	01/15/2024	Common stock	13,325		13,325	D
Employee Stock Option (right to buy)	$24.56							⁽⁸⁾	01/18/2023	Common stock	6,700		6,700	D
Employee Stock Option (right to buy)	$23.4							⁽⁹⁾	01/12/2022	Common stock	13,700		13,700	D
Employee Stock Option (right to buy)	$29.88							⁽¹⁰⁾	01/13/2021	Common stock	10,500		10,500	D
Employee Stock Option (right to buy)	$20.69							⁽¹¹⁾	02/23/2020	Common stock	7,250		7,250	D
Employee Stock Option (right to buy)	$30.47							⁽¹²⁾	01/13/2018	Common stock	10,540		10,540	D
Performance shares	⁽¹³⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common stock	2,636		2,636	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 13, 2016 and will vest on January 13, 2019. 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, for which no consideration was paid by the recipient.

3. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.

4. Exempt issuance of performance shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan.

5. Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2016 through December 31, 2018. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2018, with the vesting percentage determined based on actual performance.

6. Performance shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recepient.

7. On January 15, 2014, the recipient was granted 13,325 options. 8,882 stock options are fully vested and currently exercisable and 4,443 stock options will vest on January 15, 2017.

8. On January 18, 2013, the recipient was granted 6,700 options. 4,466 stock options are fully vested and currently exercisable, and 2,234 stock options will vest on January 18, 2016.

9. On January 12, 2012, the recipient was granted 13,700 options which are fully vested and currently exercisable.

10. On January 13, 2011, the recipient was granted 10,500 options which are fully vested and currently exercisable.

11. On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable.

12. On January 13, 2008, the recipient was granted 10,540 options which are fully vested and currently exercisable.

13. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.

14. Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2015 through December 31, 2017. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on January 14, 2018, with the vesting percentage determined based on actual performance.

Remarks:

	/s/ Georgia L. Vlamis, as attorney in fact	01/15/2016
	** 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).
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