0000950170-24-003020.txt : 20240108 0000950170-24-003020.hdr.sgml : 20240108 20240108173047 ACCESSION NUMBER: 0000950170-24-003020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240104 FILED AS OF DATE: 20240108 DATE AS OF CHANGE: 20240108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meyer James R CENTRAL INDEX KEY: 0001713182 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51237 FILM NUMBER: 24521170 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA, SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FreightCar America, Inc. CENTRAL INDEX KEY: 0001320854 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 SOUTH WACKER DRIVE STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (800) 458-2235 MAIL ADDRESS: STREET 1: 125 SOUTH WACKER DRIVE STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: FCA Acquisition Corp. DATE OF NAME CHANGE: 20050316 4 1 ownership.xml 4 X0508 4 2024-01-04 0001320854 FreightCar America, Inc. RAIL 0001713182 Meyer James R 125 SOUTH WACKER DRIVE SUITE 1500 CHICAGO IL 60606 true true false false President and CEO false Common Stock 2024-01-04 4 A false 171704 0 A 794470 D Common Stock 17327 I See footnote Employee Stock Option 2.73 2024-01-04 4 A false 241500 0 A 2034-01-04 Common Stock 241500 241500 D Employee Stock Option 3.22 2033-01-06 Common Stock 188585 188585 D Employee Stock Option 3.82 2032-01-17 Common Stock 161402 161402 D Employee Stock Option 3.81 2031-01-28 Common Stock 113276 113276 D Employee Stock Option 2.38 2031-01-05 Common Stock 750000 750000 D Employee Stock Appreciation Right 1.66 2030-01-24 Common Stock 332005 332005 D Employee Stock Option 7.41 2029-01-14 Common Stock 72959 72959 D Employee Stock Option 16.66 2028-01-12 Common Stock 33025 33025 D Employee Stock Option 16.44 2027-07-31 Common Stock 350000 350000 D Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. These shares were granted on January 4, 2024 and will vest on January 4, 2027. The restricted shares are subject to certain restrictions (including possible forfeiture). The restricted shares were granted pursuant to the Issuer's 2022 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares. The securities are owned by Cinci-Cebu, Inc. James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc. Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. The options vest in three equal annual installments beginning on January 4, 2025. The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient. On January 6, 2023, the recipient was granted 188,585 options. 64,118 options are fully vested and currently exercisable, 62,233 options will vest on January 6, 2025 and 62,234 options will vest on January 6, 2026. On January 17, 2022, the recipient was granted 161,402 options. 54,876 options are fully vested and currently exercisable. 53,263 options will vest on January 17, 2024 and 53,263 options will vest on January 17, 2025. On January 28, 2021, the recipient was granted 113,276 options. 75,894 options are fully vested and currently exercisable and 37,382 options will vest on January 28, 2024. On January 5, 2021, the recipient was granted 750,000 cash-settled stock appreciation rights which are fully vested and currently exercisable. On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights which are fully vested and currently exercisable. On January 14, 2019, the recipient was granted 72,959 options which are fully vested and currently exercisable. On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable. 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. /s/ Celia Perez, as attorney in fact 2024-01-08