| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [ RAIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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) | 28,478 | A | $0.00(2) | 133,839 | 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) | 49,162 | (4) | 01/28/2031 | Common stock | 49,162 | $0.00(5) | 49,162 | D | ||||
| Employee Stock Option | $2.38 | (6) | 01/05/2031 | Common stock | 300,000 | 300,000 | D | ||||||||
| Employee Stock Appreciation Right | $1.66 | (7) | 01/24/2030 | Common stock | 144,090 | 144,090 | 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 300,000 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 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights. 48,991 cash-settled stock appreciation rights are fully vested and currently exercisable, 47,550 cash-settled stock appreciations rights will vest on January 24, 2022 and 47,549 cash-settled stock appreciation rights will vest on January 24, 2023. |
| 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. | ||