SEC Form 4 · accession 0000899243-16-011849
FreightCar America, Inc. · RAIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles F Avery Jr.
Officer — VP Finance, CFO and Treasurer
Period of report
Jan 13, 2016
Accepted (ET)
Jan 15, 2016 · 6:18 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 | 4,257 | $0.00 | A | 21,377 | 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 | 4,257 | A | — | — | Common stock | 4,257 | 4,257 | D |
| Employee Stock Option (right to buy)F7 | $25.55 | holding | — | — | — | — | Jan 15, 2024 | Common stock | 15,875 | 15,875 | D |
| Performance sharesF8,F9 | — | holding | — | — | — | — | — | Common stock | 3,138 | 3,138 | 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).
- 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 15,875 options. 10,582 stock options are fully vested and currently exercisable and 5,293 stock options will vest on January 15, 2017.
- F8Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F9Vesting 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.