X0306 4 2016-01-13 0 0001320854 FreightCar America, Inc. RAIL 0001464686 McCarthy Thomas P TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO IL 60606 0 1 0 0 SVP, Human Resources Common Stock 2016-01-13 4 A 0 2860 0.00 A 11520 D Performance shares 2016-01-13 4 A 0 2860 0.00 A Common stock 2860 2860 D Employee Stock Option (right to buy) 25.55 2024-01-15 Common stock 13325 13325 D Employee Stock Option (right to buy) 24.56 2023-01-18 Common stock 6700 6700 D Employee Stock Option (right to buy) 23.40 2022-01-12 Common stock 13700 13700 D Employee Stock Option (right to buy) 29.88 2021-01-13 Common stock 10500 10500 D Employee Stock Option (right to buy) 20.69 2020-02-23 Common stock 7250 7250 D Employee Stock Option (right to buy) 30.47 2018-01-13 Common stock 10540 10540 D Performance shares Common stock 2636 2636 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 13,325 options. 8,882 stock options are fully vested and currently exercisable and 4,443 stock options will vest on January 15, 2017. 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. On January 12, 2012, the recipient was granted 13,700 options which are fully vested and currently exercisable. On January 13, 2011, the recipient was granted 10,500 options which are fully vested and currently exercisable. On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable. On January 13, 2008, the recipient was granted 10,540 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 January 14, 2018, with the vesting percentage determined based on actual performance. /s/ Georgia L. Vlamis, as attorney in fact 2016-01-15