SEC Form 4 · accession 0000899243-16-011836
FreightCar America, Inc. · RAIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Theodore W. Baun
Officer — SVP Marketing and Sales
Period of report
Jan 13, 2016
Accepted (ET)
Jan 15, 2016 · 5:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320854
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jan 13, 2016 | A | 5,108 | $0.00 | A | 14,487 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance sharesF5,F6,F3 | — | Jan 13, 2016 | A | 5,108 | A | — | — | Common stock | 5,108 | 5,108 | D |
| Employee Stock Option (right to buy)F7 | $25.55 | holding | — | — | — | — | Jan 15, 2024 | Common stock | 14,575 | 14,575 | D |
| Employee Stock Option (right to buy)F8 | $24.56 | holding | — | — | — | — | Jan 18, 2023 | Common stock | 8,300 | 8,300 | D |
| Employee Stock Option (right to buy)F9 | $23.40 | holding | — | — | — | — | Jan 12, 2022 | Common stock | 16,400 | 16,400 | D |
| Employee Stock Option (right to buy)F10 | $29.88 | holding | — | — | — | — | Jan 13, 2021 | Common stock | 10,600 | 10,600 | D |
| Employee Stock Option (right to buy)F11 | $20.69 | holding | — | — | — | — | Feb 23, 2020 | Common stock | 7,250 | 7,250 | D |
| Employee Stock Option (right to buy)F12 | $17.84 | holding | — | — | — | — | May 12, 2019 | Common stock | 1,000 | 1,000 | D |
| Employee Stock Option (right to buy)F13 | $30.47 | holding | — | — | — | — | Jan 13, 2018 | Common stock | 1,650 | 1,650 | D |
| Performance sharesF14,F15 | — | holding | — | — | — | — | — | Common stock | 3,527 | 3,527 | D |
Explanation of responses
- F1Exempt 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)
- F10On January 13, 2011, the recipient was granted 10,600 options which are fully vested and currently exercisable.
- F11On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable.
- F12On May 12, 2009, the recipient was granted 1,000 options which are fully vested and currently exercisable.
- F13On January 13, 2008, the recipient was granted 1,650 options which are fully vested and currently exercisable.
- F14Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F15Vesting 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.
- F2The restricted shares were granted pursuant to the issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient.
- F3Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F4Exempt issuance of performance shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan
- F5Vesting 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.
- F6Performance shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recepient.
- F7On January 15, 2014 the recipient was granted 14,575 options. 9,716 stock options are fully vested and currently exercisable and 4,859 stock options will vest on January 14, 2017.
- F8On January 18, 2013, the recipient was granted 8,300 options. 5,532 stock options are fully vested and currently exercisable and 2,768 stock options will vest on January 18, 2016.
- F9On January 12, 2012, the recipient was granted 16,400 options which are fully vested and currently exercisable.