SEC Form 4 · accession 0000899243-17-014358
FreightCar America, Inc. · RAIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Theodore W. Baun
Officer — Chief Commercial Officer
Period of report
May 23, 2017
Accepted (ET)
May 25, 2017 · 5:16 pm EDT
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 | May 23, 2017 | S | 17 | $17.10 | D | 19,966 | D | |
| Common Stock | May 23, 2017 | S | 250 | $17.10 | D | 19,716 | D | |
| Common Stock | May 23, 2017 | S | 33 | $17.10 | D | 19,683 | D | |
| Common Stock | May 23, 2017 | S | 100 | $17.10 | D | 19,583 | D | |
| Common Stock | May 23, 2017 | S | 600 | $17.11 | D | 18,983 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance sharesF1,F2 | — | holding | — | — | — | — | — | Common stock | 5,800 | 5,800 | D |
| Employee Stock Option (right to buy)F3 | $25.55 | holding | — | — | — | — | Jan 15, 2024 | Common stock | 14,575 | 14,575 | D |
| Employee Stock Option (right to buy)F4 | $24.56 | holding | — | — | — | — | Jan 18, 2023 | Common stock | 8,300 | 8,300 | D |
| Employee Stock Option (right to buy)F5 | $23.40 | holding | — | — | — | — | Jan 12, 2022 | Common stock | 16,400 | 16,400 | D |
| Employee Stock Option (right to buy)F6 | $29.88 | holding | — | — | — | — | Jan 13, 2021 | Common stock | 10,600 | 10,600 | D |
| Employee Stock Option (right to buy)F7 | $20.69 | holding | — | — | — | — | Feb 23, 2020 | Common stock | 7,250 | 7,250 | D |
| Employee Stock Option (right to buy)F8 | $17.84 | holding | — | — | — | — | May 12, 2019 | Common stock | 1,000 | 1,000 | D |
| Employee Stock Option (right to buy)F9 | $30.47 | holding | — | — | — | — | Jan 13, 2018 | Common stock | 1,650 | 1,650 | D |
| Performance sharesF10,F11 | — | holding | — | — | — | — | — | Common stock | 3,527 | 3,527 | D |
| Performance sharesF12,F13 | — | holding | — | — | — | — | — | Common stock | 5,108 | 5,108 | D |
Explanation of responses
- F1Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F10Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F11Vesting 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.
- F12Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F13Vesting 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.
- F2Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2017 through December 31, 2019. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2019, with the vesting percentage determined based on actual performance.
- F3On January 15, 2014 the recipient was granted 14,575 options which are fully vested and currently exercisable.
- F4On January 18, 2013, the recipient was granted 8,300 options which are fully vested and currently exercisable.
- F5On January 12, 2012, the recipient was granted 16,400 options which are fully vested and currently exercisable.
- F6On January 13, 2011, the recipient was granted 10,600 options which are fully vested and currently exercisable.
- F7On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable.
- F8On May 12, 2009, the recipient was granted 1,000 options which are fully vested and currently exercisable.
- F9On January 13, 2008, the recipient was granted 1,650 options which are fully vested and currently exercisable.