FreightCar America Inc.

11/18/2024 | Press release | Distributed by Public on 11/18/2024 16:16

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Meyer James R
2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [RAIL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
125 SOUTH WACKER DRIVE, SUITE 1500 		3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024
(Street)
CHICAGO, IL 60606 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/14/2024 P 23,400 A $10.74(1) 838,278 D
Common Stock 17,327 I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (3) 01/04/2034 Common Stock 241,500(4) 241,500 D
Employee Stock Option $3.22 (5) 01/06/2033 Common Stock 188,585(4) 188,585 D
Employee Stock Option $3.82 (6) 01/17/2032 Common Stock 161,402(4) 161,402 D
Employee Stock Option $3.81 (7) 01/28/2031 Common Stock 113,276(4) 113,276 D
Employee Stock Appreciation Right $2.38 (8) 01/05/2031 Common Stock 750,000(4) 750,000 D
Employee Stock Appreciation Right $1.66 (9) 01/24/2030 Common Stock 332,005(4) 332,005 D
Employee Stock Option $7.41 (10) 01/14/2029 Common Stock 72,959(4) 72,959 D
Employee Stock Option $16.66 (11) 01/12/2028 Common Stock 33,025(4) 33,025 D
Employee Stock Option $16.44 (12) 07/31/2027 Common Stock 350,000(4) 350,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyer James R
125 SOUTH WACKER DRIVE
SUITE 1500
CHICAGO, IL 60606 		X

Signatures

/s/ Celia Perez, as attorney in fact 11/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $10.50 to $10.93. The Reporting Person will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction.
(2) The securities are owned by Cinci-Cebu, Inc. James Meyer owns 100% of Cinci-Cebu, Inc. and is deemed to beneficially own all of the securities owned by Cinci-Cebu, Inc.
(3) The options vest in three equal annual installments beginning on January 4, 2025.
(4) Pursuant to Section 3.7 of the Issuer's Executive Severance Plan, awards permit vesting and/or exercisability, as applicable, to continue in accordance with their original terms subsequent to the Reporting Person's resignation from employment.
(5) On January 6, 2023, the recipient was granted 188,585 options. 64,118 options are fully vested and currently exercisable, 62,233 options will vest on January 6, 2025 and 62,234 options will vest on January 6, 2026
(6) On January 17, 2022, the recipient was granted 161,402 options. 108,139 options are fully vested and currently exercisable. 53,263 options will vest on January 17, 2025.
(7) On January 28, 2021, the recipient was granted 113,276 options which are fully vested and currently exercisable.
(8) On January 5, 2021, the recipient was granted 750,000 cash-settled stock appreciation rights which are fully vested and currently exercisable.
(9) On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights which are fully vested and currently exercisable.
(10) On January 14, 2019, the recipient was granted 72,959 options which are fully vested and currently exercisable.
(11) On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable.
(12) On July 31, 2017, the recipient was granted 350,000 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.