X0306 4 2016-01-13 0 0001320854 FreightCar America, Inc. RAIL 0001501155 McNeely Joseph E TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO IL 60606 1 1 0 0 President and CEO Common Stock 2016-01-13 4 A 0 11351 0.00 A 28100 D Performance shares 2016-01-13 4 A 0 11351 0.00 A Common stock 11351 11351 D Employee Stock Option (right to buy) 25.55 2024-01-15 Common stock 31750 31750 D Employee Stock Option (right to buy) 20.39 2023-10-04 Common stock 75000 75000 D Employee Stock Option (right to buy) 20.39 2023-05-01 Common stock 1660 1660 D Employee Stock Option (right to buy) 24.56 2023-01-18 Common stock 8500 8500 D Employee Stock Option (right to buy) 23.40 2022-01-12 Common stock 16900 16900 D Employee Stock Option (right to buy) 29.88 2021-01-13 Common stock 12600 12600 D Performance shares Common stock 8368 8368 D 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). The restricted shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. Exempt issuance of performance shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. 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. Performance shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recepient. On January 15, 2014, the recipient was granted 31,750 options. 21,166 stock options are fully vested and currently exercisable, 10,584 stock options will vest on January 15, 2017. On October 4, 2013, the recipient was granted 75,000 options. 50,000 stock options are fully vested and currently exercisable, 25,000 stock options will vest on October 4, 2016. On May 1, 2013, the recipient was granted 1,660 options. 1,106 stock options are fully vested and currently excersisable and 554 stock options will vest on May 1, 2016. On January 18, 2013, the recipient was granted 8,500 options. 5,666 stock options are fully vested and currently exercisable and 2,834 stock options will vest on January 18, 2016. On January 12, 2012, the recipient was granted 16,900 options which are fully vested and currently exercisable. On January 13, 2011, the recipient was granted 12,600 options which are fully vested and currently exercisable. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. 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 December 31, 2017, with the vesting percentage determined based on actual performance. /s/ Georgia L. Vlamis, as attorney in fact 2016-01-15