James R. Meyer - Jan 17, 2022 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role: President and CEO, Director
Signature: /s/ Emily Varges, as attorney in fact
Stock symbol: RAIL
Transactions as of: Jan 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/19/2022, 06:16 PM
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIL	Common Stock	Award	$0	+111K	+37.33%	$0.00	408K	Jan 17, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RAIL	Employee Stock Option	Award	$0	+161K		$0.00	161K	Jan 17, 2022	Common stock	161K	$3.82	Direct	F3, F4, F5
holding	RAIL	Employee Stock Option						113K	Jan 17, 2022	Common stock	113K	$3.81	Direct	F6
holding	RAIL	Employee Stock Option						750K	Jan 17, 2022	Common stock	750K	$2.38	Direct	F7
holding	RAIL	Employee Restricted Stock Units						42.8K	Jan 17, 2022	Common stock	42.8K	$0.00	Direct	F7, F8
holding	RAIL	Employee Stock Appreciation Right						332K	Jan 17, 2022	Common stock	332K	$1.66	Direct	F9
holding	RAIL	Employee Stock Option						73K	Jan 17, 2022	Common stock	73K	$7.41	Direct	F10
holding	RAIL	Employee Stock Option						33K	Jan 17, 2022	Common stock	33K	$16.66	Direct	F11
holding	RAIL	Employee Stock Option						350K	Jan 17, 2022	Common stock	350K	$16.44	Direct	F12

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

Explanation of Responses:

Id	Content
F1	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).
F2	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.
F3	Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2018 Long Term Incentive Plan
F4	The options vest in three equal annual installments beginning on January 17, 2023.
F5	The options were granted pursuant to the Issuer's 2018 Long Term Incentive Plan, for which no consideration was paid by the recipient.
F6	On January 28, 2021, the recipient was granted 113,276 options which will vest in three equal annual installments beginning on January 28, 2022.
F7	On January 5, 2021 the recipient was granted 750,000 cash-settled stock appreciation rights. 255,000 cash-settled stock appreciation rights are fully vested and currently exercisable, 247,500 cash-settled stock appreciations rights will vest on January 5, 2023 and 247,500 cash-settled stock appreciation rights will vest on January 5, 2024.
F8	On January 30, 2020, the recipient was granted 42,815 cash-settled restricted stock units which will vest on January 30, 2023.
F9	On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights. 112,882 cash-settled stock appreciation rights are fully vested and currently exercisable, 109,562 cash-settled stock appreciations rights will vest on January 24, 2022 and 109,561 cash-settled stock appreciation rights will vest on January 24, 2023.
F10	On January 14, 2019, the recipient was granted 72,959 options which are fully vested and currently exercisable.
F11	On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable.
F12	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.