0001209191-23-029803.txt : 20230516 0001209191-23-029803.hdr.sgml : 20230516 20230516162749 ACCESSION NUMBER: 0001209191-23-029803 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230512 FILED AS OF DATE: 20230516 DATE AS OF CHANGE: 20230516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meyer James R CENTRAL INDEX KEY: 0001713182 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51237 FILM NUMBER: 23927939 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] 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 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-12 0 0001320854 FreightCar America, Inc. RAIL 0001713182 Meyer James R 125 SOUTH WACKER DRIVE SUITE 1500 CHICAGO IL 60606 1 1 0 0 President and CEO 0 Common Stock 2023-05-12 4 P 0 15251 2.78 A 622766 D Common Stock 2023-05-12 4 P 0 4900 2.85 A 4900 I See footnote Common Stock 2023-05-15 4 P 0 12427 2.95 A 17327 I See footnote 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 Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $2.75 to $2.85. The Reporting Person will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. 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. Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $2.88 to $3.00. The Reporting Person will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. On January 6, 2023, the recipient was granted 188,585 options which will vest in three equal annual installments beginning on January 6, 2024. 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. 78,394 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. 502,500 cash-settled stock appreciation rights are fully vested and currently exercisable and 247,500 cash-settled stock appreciation rights will vest on January 5, 2024. 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 2023-05-16