SEC Form 4 · accession 0000899243-19-007005

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

Mar 7, 2019

Accepted (ET)

Mar 11, 2019 · 12:31 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	Mar 7, 2019	F	232	$7.94	D	32,761	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)^F2	$7.41	holding	—	—	—	—	Jan 14, 2029	Common stock	27,578	27,578	D
Employee Stock Option (right to buy)^F3	$16.66	holding	—	—	—	—	Jan 12, 2028	Common stock	44,584	44,584	D
Employee Stock Option (right to buy)^F4	$16.66	holding	—	—	—	—	Jan 12, 2028	Common stock	12,483	12,483	D
Performance shares^F5,F6	—	holding	—	—	—	—	—	Common stock	4,466	4,466	D

Explanation of responses

F1Represents the exercise of a tax withholding right in connection with the vesting of 668 restricted shares that were issued in an exempt issuance pursuant to Rule 16b-3 under the Issuer's 2005 Long Term Incentive Plan.
F2On January 14, 2019 the recipient was granted 27,578 options which will vest in three equal annual installments beginning on January14, 2020.
F3On 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.
F4On 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.
F5Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.
F6Vesting 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.