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) 01/12/2018 | ||||||||||||||||||||||||||
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 | 01/12/2018 | A(1) | 7,353 | A | $0.00(2) | 21,855 | D |
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) | $16.66 | 01/12/2018 | A(3) | 57,794 | (4) | 01/12/2028 | Common stock | 57,794 | $0.00(5) | 57,794 | D | ||||
Employee Stock Option (right to buy) | $16.66 | 01/12/2018 | A(3) | 16,182 | (6) | 01/12/2028 | Common stock | 16,182 | $0.00(5) | 16,182 | D | ||||
Employee Stock Option (right to buy) | $25.55 | (7) | 01/15/2024 | Common stock | 14,575 | 14,575 | D | ||||||||
Employee Stock Option (right to buy) | $24.56 | (8) | 01/18/2023 | Common stock | 8,300 | 8,300 | D | ||||||||
Employee Stock Option (right to buy) | $23.4 | (9) | 01/12/2022 | Common stock | 16,400 | 16,400 | D | ||||||||
Employee Stock Option (right to buy) | $29.88 | (10) | 01/13/2021 | Common stock | 10,600 | 10,600 | D | ||||||||
Employee Stock Option (right to buy) | $20.69 | (11) | 02/23/2020 | Common stock | 7,250 | 7,250 | D | ||||||||
Employee Stock Option (right to buy) | $17.84 | (12) | 05/12/2019 | Common stock | 1,000 | 1,000 | D | ||||||||
Performance shares | (13) | (14) | (14) | Common stock | 5,108(14) | 5,108 | D | ||||||||
Performance shares | (15) | (16) | (16) | Common stock | 5,800(16) | 5,800 | 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 12, 2018 and will vest on January 12, 2021. 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. Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan |
4. 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. |
5. The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. |
6. The options vest in three equal annual installments beginning on January 12, 2019. |
7. On January 15, 2014 the recipient was granted 14,575 options which are fully vested and currently exercisable. |
8. On January 18, 2013, the recipient was granted 8,300 options which are fully vested and currently exercisable. |
9. On January 12, 2012, the recipient was granted 16,400 options which are fully vested and currently exercisable. |
10. On January 13, 2011, the recipient was granted 10,600 options which are fully vested and currently exercisable. |
11. On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable. |
12. On May 12, 2009, the recipient was granted 1,000 options which are fully vested and currently exercisable. |
13. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. |
14. Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2016 through December 31, 2018. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2018, with the vesting percentage determined based on actual performance. |
15. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. |
16. Vesting 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. |
Remarks: |
/s/ Georgia L. Vlamis, as attorney in fact | 01/16/2018 | |
** 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. |