Pacific Investment Management Co Llc - Nov 1, 2021 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role: 10%+ Owner
Signature: /s/ Jason Nagler
Stock symbol: RAIL
Transactions as of: Nov 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/3/2021, 08:09 PM
Previous filing: Oct 27, 2021
Next filing: Nov 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIL	Common Stock	Award	$0	+222K	+119.74%	$0.00	408K	Nov 1, 2021	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Reimbursement Agreement, dated as of July 30, 2021 (the "Reimbursement Agreement"), by and among CO Finance LVS VI LLC, a Delaware limited liability company ("COF"), U.S. Bank National Association, Alter Domus (US) LLC, and the Issuer, the Issuer agreed to issue certain Equity Fees to COF or its designee, OC III LVS XII LP, a Delaware limited partnership ("OC III"). Pursuant to the terms of the Reimbursement Agreement, the Issuer issued to OC III 222,306 shares of Common Stock on November 1, 2021. No cash consideration was required to be paid by the Reporting Person, COF, OC III or any of the other private investment vehicles managed by the Reporting Person in connection with the acquistion of such shares of Common Stock pursuant to the terms of the Reimbursement Agreement.
F2	The securities reported in the table above are held by certain funds and accounts for which the Reporting Person serves as investment manager, advisor or sub-advisor, including OC III, which holds 407,958 shares of common stock and warrants to purchase 23.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on October 13, 2020). The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.

Content

Pursuant to that certain Reimbursement Agreement, dated as of July 30, 2021 (the "Reimbursement Agreement"), by and among CO Finance LVS VI LLC, a Delaware limited liability company ("COF"), U.S. Bank National Association, Alter Domus (US) LLC, and the Issuer, the Issuer agreed to issue certain Equity Fees to COF or its designee, OC III LVS XII LP, a Delaware limited partnership ("OC III"). Pursuant to the terms of the Reimbursement Agreement, the Issuer issued to OC III 222,306 shares of Common Stock on November 1, 2021. No cash consideration was required to be paid by the Reporting Person, COF, OC III or any of the other private investment vehicles managed by the Reporting Person in connection with the acquistion of such shares of Common Stock pursuant to the terms of the Reimbursement Agreement.

The securities reported in the table above are held by certain funds and accounts for which the Reporting Person serves as investment manager, advisor or sub-advisor, including OC III, which holds 407,958 shares of common stock and warrants to purchase 23.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on October 13, 2020). The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.