| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [ RAIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/18/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/18/2013 | A(1) | 4,130 | A | $0(2) | 4,130 | D | |||
| Common Stock | 26,000(3) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Option (right to buy) | $24.56 | 01/18/2013 | A(4) | 11,200 | (5) | 01/18/2023 | Common stock | 11,200 | $0(6) | 11,200 | D | ||||
| Employee Stock Option (right to buy) | $23.4 | (7) | 01/12/2022 | Common stock | 19,600 | 19,600 | D | ||||||||
| Employee Stock Option (right to buy) | $29.88 | (8) | 01/13/2021 | Common stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (right to buy) | $20.69 | (9) | 02/23/2020 | Common stock | 7,250 | 7,250 | D | ||||||||
| Employee Stock Option (right to buy) | $19.96 | (10) | 01/26/2020 | Common stock | 200,000 | 200,000 | D | ||||||||
| Explanation of Responses: |
| 1. Exempt 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 18, 2013 and will vest in three equal annual installments beginning on January 18, 2014. The restricted shares are subject to certain restrictions (including possible forfeiture). |
| 2. The restricted shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. |
| 3. These shares are held in the Edward J. Whalen Descendants Trust for which the reporting person is the settlor and sole trustee and maintains full investment descretion. The reporting person's son is the sole beneficiary of the trust. |
| 4. Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan |
| 5. The options vest in three equal annual installments beginning on January 18, 2014. |
| 6. The options were granted pursuant to the Issuer's 2005 Long term Incentive Plan, for which no consideration was paid by the recipient. |
| 7. On January 12, 2012, the recipient was granted 19,600 options. 6,533 stock options are fully vested and currently exercisable, 6,533 stock options will vest on January 12, 2014 and 6,534 stock options will vest on January 12, 2015. |
| 8. On January 13, 2011, the recipient was granted 15,000 options. 10,000 stock options are fully vested and currently exercisable and 5,000 stock options will vest on January 13, 2014. |
| 9. On February 23, 2010, the recipient was granted 7,250 options. 4,832 stock options are fully vested and currently exercisable and 2,418 stock options will vest on February 23, 2013. |
| 10. On January 26, 2010, the recipient was granted 200,000 options which are fully vested and currently exercisable. |
| /s/ Laurence M. Trusdell, as attorney in fact | 01/23/2013 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||