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)
01/04/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2024		A		61,814	A(1)	$0.00(2)	250,422	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	$2.73	01/04/2024		A(3)		86,940		(4)	01/04/2034	Common Stock	86,940	$0.00(5)	86,940	D
Employee Stock Option	$3.22							(6)	01/06/2033	Common Stock	55,908		55,908	D
Employee Stock Option	$3.82							(7)	01/17/2032	Common Stock	47,849		47,849	D
Employee Stock Option	$3.81							(8)	01/28/2031	Common Stock	49,162		49,162	D
Employee Stock Option	$2.38							(9)	01/05/2031	Common Stock	300,000		300,000	D
Employee Stock Option	$1.66							(10)	01/24/2030	Common Stock	144,090		144,090	D

Explanation of Responses:

1. Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. These shares were granted on January 4, 2024 and will vest on January 4, 2027. The restricted shares are subject to certain restrictions (including possible forfeiture).

2. The restricted shares were granted pursuant to the Issuer's 2022 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 2022 Long Term Incentive Plan.

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

5. The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient.

6. On January 6, 2023, the recipient was granted 55,908 options. 19,008 options are fully vested and currently exercisable, 18,450 options will vest on January 6, 2025, and 18,450 options will vest on January 6, 2026.

7. On January 17, 2022, the recipient was granted 47,849 options. 16,268 options are fully vested and currently exercisable, 15,790 options will vest on January 17, 2024 and 15,791 options will vest on January 17, 2025.

8. On January 28, 2021, the recipient was granted 49,162 options. 32,938 options are fully vested and currently exercisable and 16,224 options will vest on January 28, 2024.

9. On January 5, 2021, the recipient was granted 300,000 cash-settled stock appreciation rights which are fully vested and currently exercisable.

10. On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights which are fully vested and currently exercisable.

	/s/ Celia Perez, as attorney in fact	01/08/2024
	** 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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