SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MALIEKEL JOSEPH J (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 1300 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Corp Controller and PAO
	3. Date of Earliest Transaction (Month/Day/Year) 01/24/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/24/2020		A(1)		38,669	A	$0.00(2)	60,722.674	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Appreciation Right	$1.66	01/24/2020		A(3)		36,534		(4)	01/24/2030	Common stock	36,534	$0.00(5)	36,534	D
Employee Stock Option (right to buy)	$7.41							(6)	01/14/2029	Common stock	7,790		7,790	D
Employee Stock Option (right to buy)	$16.66							(7)	01/12/2028	Common stock	3,447		3,447	D
Employee Stock Option (right to buy)	$25.55							(8)	01/15/2024	Common Stock	9,825		9,825	D
Employee Stock Option (right to buy)	$24.56							(9)	01/18/2023	Common Stock	5,000		5,000	D

Explanation of Responses:

1. Exempt issuance of restricted shares under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. These shares were granted on January 24, 2020 and will vest on January 24, 2023. The restricted shares are subject to certain restrictions (including possible forfeiture).

2. The restricted shares were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares.

3. Exempt issuance of stock appreciation rights under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each stock appreciation right represents the right to receive a payment measured by the increase in the fair market value of one share of the Issuer's common stock from the date of the grant of the stock appreciation right to the date of exercise of the stock appreciation right.

4. The stock appreciation rights vest in three equal annual installments beginning on January 24, 2021.

5. The stock appreciation rights were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the stock appreciation rights.

6. On January 14, 2019, the recipient was granted 7,790 options. 2,597 stock options are fully vested and currently exercisable, 2,597 stock options will vest on January 14, 2021 and 2,596 stock options will vest on January 14, 2022.

7. On January 12, 2018, the recipient was granted 3,447 options. 2,298 stock options are fully vested and currently exercisable and 1,149 stock options will vest on January 12, 2021.

8. On January 15, 2014 the recipient was granted 9,825 options which are fully vested and currently exercisable.

9. On January 18, 2013 the recipient was granted 5,000 options which are fully vested and currently exercisable.

Remarks:

	/s/ Georgia L. Vlamis, as attorney in fact	01/28/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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