FreightCar America (RAIL) Form 4 FreightCar America / Georgia L Vlamis ownership change

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).

1. Name and Address of Reporting Person^*

Vlamis Georgia L

(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, Gen Counsel, Corp Sec & HR

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)		63,253	A	$0.00(2)	86,554	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)		139,442		(4)	01/24/2030	Common stock	139,442	$0.00(5)	139,442	D
Employee Stock Option (right to buy)	$7.41							(6)	01/14/2029	Common stock	27,349		27,349	D
Employee Stock Option (right to buy)	$16.66							(7)	01/12/2028	Common stock	44,212		44,212	D
Employee Stock Option (right to buy)	$16.66							(8)	01/12/2028	Common stock	12,379		12,379	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 27,349 options 9,116 stock options are fully vested and currently exercisable. 9,116 stock options will vest on January 14, 2021 and 9,117 stock options will vest on January 14, 2022.

7. On January 12, 2018, the recipient was granted 44,212 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.

8. On January 12, 2018, the recipient was granted 12,379 options. 8,252 stock options are fully vested and currently exercisable and 4,127 stock options will vest on January 12, 2021.

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.
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