SEC Form 4 · accession 0000899243-16-011841

FreightCar America, Inc. · RAIL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas P McCarthy

Officer — SVP, Human Resources

Period of report

Jan 13, 2016

Accepted (ET)

Jan 15, 2016 · 6:04 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 Stock^F2	Jan 13, 2016	A	2,860	$0.00	A	11,520	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance shares^F5,F6,F3	—	Jan 13, 2016	A	2,860	A	—	—	Common stock	2,860	2,860	D
Employee Stock Option (right to buy)^F7	$25.55	holding	—	—	—	—	Jan 15, 2024	Common stock	13,325	13,325	D
Employee Stock Option (right to buy)^F8	$24.56	holding	—	—	—	—	Jan 18, 2023	Common stock	6,700	6,700	D
Employee Stock Option (right to buy)^F9	$23.40	holding	—	—	—	—	Jan 12, 2022	Common stock	13,700	13,700	D
Employee Stock Option (right to buy)^F10	$29.88	holding	—	—	—	—	Jan 13, 2021	Common stock	10,500	10,500	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	$30.47	holding	—	—	—	—	Jan 13, 2018	Common stock	10,540	10,540	D
Performance shares^F13,F14	—	holding	—	—	—	—	—	Common stock	2,636	2,636	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 10,500 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 January 13, 2008, the recipient was granted 10,540 options which are fully vested and currently exercisable.
F13Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
F14Vesting 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.
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 13,325 options. 8,882 stock options are fully vested and currently exercisable and 4,443 stock options will vest on January 15, 2017.
F8On 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.
F9On January 12, 2012, the recipient was granted 13,700 options which are fully vested and currently exercisable.