FreightCar America (RAIL) Form 4 FreightCar America / W Matthew Tonn 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^*

Tonn W Matthew

(Last) (First) (Middle)

125 SOUTH WACKER DRIVE SUITE 1500

(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)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2021

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								105,361	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 Option	$2.38	01/05/2021		A(1)		300,000		(2)	01/05/2031	Common stock	300,000	$0.00(3)	300,000	D
Employee Stock Appreciation Right	$1.66							(4)	01/24/2030	Common stock	144,090		144,090	D

Explanation of Responses:

1. Exempt issuance of cash-settled stock options under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each cash-settled stock optiion represents the right to receive a distribution in cash equal to the difference between the exercise price and the fair market value of a share of the Issuer's common stock on the date of exercise.

2. 34% of the shares subject to each cash-settled stock option will vest on the later of (i) the first anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share; an additional 33% of the shares subject to each cash-settled stock option will vest on the later of (i) the second anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share; and the final 33% of the shares subject to each cash-settled stock option will vest on the later of (i) the third anniversary of the Grant Date or (ii) the date that the thirty-day trailing average of the fair market value of a share of the Company's common stock is 133.3% or more of the exercise price per share.

3. The cash-settled stock options were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the cash-settled stock options.

4. On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights which will vest in three equal annual installments beginning on January 24, 2021.

Remarks:

	/s/ Brian Black, as attorney in fact	01/07/2021
	** 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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