SEC Form 4 · accession 0000899243-19-001320

FreightCar America, Inc. · RAIL

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

Reporting owner

James R Meyer

Officer — President and CEO · Director

Period of report

Jan 14, 2019

Accepted (ET)

Jan 16, 2019 · 7:35 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 14, 2019	A	33,761	$0.00	A	68,767	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F5,F4	$7.41	Jan 14, 2019	A	72,959	A	—	Jan 14, 2029	Common stock	72,959	72,959	D
Employee Stock Option (right to buy)^F6	$16.66	holding	—	—	—	—	Jan 12, 2028	Common stock	33,025	33,025	D
Employee Stock Option (right to buy)^F7	$16.44	holding	—	—	—	—	Jul 31, 2027	Common stock	350,000	350,000	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 14, 2019 and will vest on January 14, 2022. 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.
F3Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan
F4The options vest in three equal annual installments beginning on January 14, 2020.
F5The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient.
F6On January 12, 2018, the recipient was granted 33,025 options. 11,008 stock options are fully vested and currently exercisable, 11,008 stock options will vest on January 12, 2020 and 11,008 stock options will vest on January 12, 2021.
F7On 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.