SEC Form 4 · accession 0000899243-19-001772
FreightCar America, Inc. · RAIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Georgia L Vlamis
Officer — VP, Gen Counsel, Corp Sec & HR
Period of report
Jan 22, 2019
Accepted (ET)
Jan 23, 2019 · 7:26 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 | Jan 22, 2019 | F | 162 | $9.45 | D | 25,460 | D | |
| Common Stock | Jan 22, 2019 | F | 982 | $7.485 | D | 24,478 | 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)F3 | $7.41 | holding | — | — | — | — | Jan 14, 2029 | Common stock | 27,349 | 27,349 | D |
| Employee Stock Option (right to buy)F4 | $16.66 | holding | — | — | — | — | Jan 12, 2028 | Common stock | 44,212 | 44,212 | D |
| Employee Stock Option (right to buy)F5 | $16.66 | holding | — | — | — | — | Jan 12, 2028 | Common stock | 12,379 | 12,379 | D |
| Performance sharesF6,F7 | — | holding | — | — | — | — | — | Common stock | 3,400 | 3,400 | D |
Explanation of responses
- F1Represents the exercise of a tax withholding right in connection with the vesting of 468 restricted shares that were issued in an exempt issuance pursuant to Rule 16b-3 under the Issuer's 2005 Long Term Incentive Plan.
- F2Represents the exercise of a tax withholding right in connection with the vesting of 2,838 restricted shares that were issued in an exempt issuance pursuant to Rule 16b-3 under the Issuer's 2005 Long Term Incentive Plan.
- F3On January 14, 2019 the recepient was granted 27,349 options which will vest in three equal annual installments beginning on January 14, 2020.
- F4On January 12, 2018 the recipient was granted 44,212 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.
- F5On January 12, 2018, the recipient was granted 12,379 options. 4,126 stock options are fully vested and currently exercisable, 4,126 stock options will vest on January 12, 2020 and 4,127 stock options will vest on January 12, 2021.
- F6Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
- F7Vesting 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.