SEC Form 4 · accession 0000899243-19-001327
FreightCar America, Inc. · RAIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew S Kohnke
Officer — VP, Finance, CFO, Treasurer
Period of report
Jan 14, 2019
Accepted (ET)
Jan 16, 2019 · 7:40 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 14, 2019 | A | 12,762 | $0.00 | A | 32,993 | 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 | 27,578 | A | — | Jan 14, 2029 | Common stock | 27,578 | 27,578 | D |
| Employee Stock Option (right to buy)F6 | $16.66 | holding | — | — | — | — | Jan 12, 2028 | Common stock | 44,584 | 44,584 | D |
| Employee Stock Option (right to buy)F7 | $16.66 | holding | — | — | — | — | Jan 12, 2028 | Common stock | 12,483 | 12,483 | D |
| Performance sharesF8,F9 | — | holding | — | — | — | — | — | Common stock | 4,466 | 4,466 | 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 44,584 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.
- F7On January 12, 2018, the recipient was granted 12,483 options. 4,161 stock options are fully vested and currently exercisable, 4,161 stock options will vest on January 12, 2020 and 4,161 stock options will vest on January 12, 2021.
- 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, 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.