FreightCar America (RAIL) Form 4 FreightCar America / TERENCE R ROGERS 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ROGERS TERENCE R

(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)
VP, CFO, Treas, Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2022

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	01/17/2022		A(1)		31,904	A	$0.00(2)	56,904	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	$3.82	01/17/2022		A(3)		46,421		(4)	01/17/2032	Common stock	46,421	$0.00(5)	46,421	D
Employee Stock Option	$3.98							(6)	02/15/2031	Common stock	300,000		300,000	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 17, 2022 and will vest on January 17, 2025. 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 options under Rule 16(b)-3 pursuant to the Issuer's 2018 Long Term Incentive Plan

4. The options vest in three equal annual installments beginning on January 17, 2023.

5. The options were granted pursuant to the Issuer's 2018 Long Term Incentive Plan, for which no consideration was paid by the recipient.

6. On February 15, 2021, the recipient was granted 300,000 options which will vest in three equal annual installments beginning on February 15, 2022.

Remarks:

	/s/ Emily Varges, as attorney in fact	01/19/2022
	** 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.