Pacific Investment Management Co Llc - May 3, 2022 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role: 10%+ Owner
Signature: /s/ Jason Nagler
Stock symbol: RAIL
Transactions as of: May 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/5/2022, 09:17 PM
Previous filing: May 16, 2022
Next filing: May 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIL	Common Stock	Award	$0	+186K	+26.83%	$0.00	879K	May 3, 2022	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 Amended and Restated Reimbursement Agreement, dated as of December 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 XXVIII LP, a Delaware limited partnership ("OC III"). Pursuant to the terms of the Reimbursement Agreement, the Issuer issued to an affiliate of OC III 185,935 shares of common stock on May 3, 2022. 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 879,012 shares of common stock, 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, as amended), warrants to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on December 30, 2021, as amended), and a warrant to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on April 4, 2022). The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.

Content

Pursuant to that certain Amended and Restated Reimbursement Agreement, dated as of December 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 XXVIII LP, a Delaware limited partnership ("OC III"). Pursuant to the terms of the Reimbursement Agreement, the Issuer issued to an affiliate of OC III 185,935 shares of common stock on May 3, 2022. 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 879,012 shares of common stock, 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, as amended), warrants to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on December 30, 2021, as amended), and a warrant to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on April 4, 2022). The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.