Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Tonn W Matthew
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2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [RAIL]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Commercial Officer /
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(Last)
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(First)
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(Middle)
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125 SOUTH WACKER DRIVE SUITE 1500
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CHICAGO
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IL
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60606
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tonn W Matthew
125 SOUTH WACKER DRIVE SUITE 1500
CHICAGO, IL60606
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Chief Commercial Officer
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Signatures
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/s/ Emily Varges, as attorney in fact
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2022-01-19
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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 17, 2022 and will vest on January 17, 2025. The restricted shares are subject to certain restrictions (including possible forfeiture).
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(2)
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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.
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(3)
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Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2018 Long Term Incentive Plan
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(4)
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The options vest in three equal annual installments beginning on January 17, 2023.
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(5)
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The options were granted pursuant to the Issuer's 2018 Long Term Incentive Plan, for which no consideration was paid by the recipient.
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(6)
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On January 28, 2021, the recipient was granted 49,162 options which will vest in three equal annual installments beginning on January 28, 2022.
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(7)
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On January 5, 2021 the recipient was granted 300,000 cash-settled stock appreciation rights. 102,000 cash-settled stock appreciation rights are fully vested and currently exercisable, 99,000 cash-settled stock appreciations rights will vest on January 5, 2023 and 99,000 cash-settled stock appreciation rights will vest on January 5, 2024.
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(8)
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On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights. 48,991 cash-settled stock appreciation rights are fully vested and currently exercisable, 47,550 cash-settled stock appreciations rights will vest on January 24, 2022 and 47,549 cash-settled stock appreciation rights will vest on January 24, 2023.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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