SEC FORM 4

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Meyer James R

(Last)

(First)

(Middle)

125 SOUTH WACKER DRIVE

SUITE 1500

(Street)

CHICAGO

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2024		A⁽¹⁾		20,408	A	$0	814,878	D
Common Stock								17,327	I	See footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$3.22							⁽³⁾	01/06/2033	Common Stock	188,585⁽⁴⁾		188,585	D
Employee Stock Option	$3.82							⁽⁵⁾	01/17/2032	Common Stock	161,402⁽⁴⁾		161,402	D
Employee Stock Option	$3.81							⁽⁶⁾	01/28/2031	Common Stock	113,276⁽⁴⁾		113,276	D
Employee Stock Option	$2.38							⁽⁷⁾	01/05/2031	Common Stock	750,000⁽⁴⁾		750,000	D
Employee Stock Appreciation Right	$1.66							⁽⁸⁾	01/24/2030	Common Stock	332,005⁽⁴⁾		332,005	D
Employee Stock Option	$7.41							⁽⁹⁾	01/14/2029	Common Stock	72,959⁽⁴⁾		72,959	D
Employee Stock Option	$16.66							⁽¹⁰⁾	01/12/2028	Common Stock	33,025⁽⁴⁾		33,025	D
Employee Stock Option	$16.44							⁽¹¹⁾	07/31/2027	Common Stock	350,000⁽⁴⁾		350,000	D
Employee Stock Option	$2.73							⁽¹²⁾	01/04/2034	Common Stock	241,500⁽⁴⁾		241,500	D

Explanation of Responses:

1. Reflects a grant of restricted shares under Issuer's 2022 Long Term Incentive Plan. Shares will vest at the close of business on the earlier of (i) May 14, 2025, or (ii) the last trading day before the date of the Company's 2025 Annual Meeting of Shareholders.

2. The securities are owned by Cinci-Cebu, Inc. James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc.

3. On January 6, 2023, the recipient was granted 188,585 options. 64,118 options are fully vested and currently exercisable, 62,233 options will vest on January 6, 2025 and 62,234 options will vest on January 6, 2026.

4. Pursuant to Section 3.7 of the Issuer's Executive Severance Plan, awards permit vesting and/or exercisability, as applicable, to continue in accordance with their original terms subsequent to the Reporting Person's resignation from employment.

5. On January 17, 2022, the recipient was granted 161,402 options. 108,139 options are fully vested and currently exercisable. 53,263 options will vest on January 17, 2025.

6. On January 28, 2021, the recipient was granted 113,276 options which are fully vested and currently exercisable.

7. On January 5, 2021, the recipient was granted 750,000 cash-settled stock appreciation rights which are fully vested and currently exercisable.

8. On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights which are fully vested and currently exercisable.

9. On January 14, 2019, the recipient was granted 72,959 options which are fully vested and currently exercisable.

10. On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable.

11. On July 31, 2017, the recipient was granted 350,000 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.

12. The options vest in three equal annual installments beginning on January 4, 2025.

	/s/ Celia Perez, as attorney in fact	05/16/2024
	** 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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