James R. Meyer - Jan 4, 2024 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role: President and CEO, Director
Signature: /s/ Celia Perez, as attorney in fact
Stock symbol: RAIL
Transactions as of: Jan 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/8/2024, 05:30 PM
Previous filing: May 16, 2023
Next filing: May 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIL	Common Stock	Award	$0	+172K	+27.57%	$0.00	794K	Jan 4, 2024	Direct	F1, F2
holding	RAIL	Common Stock						17.3K	Jan 4, 2024	See footnote	F3

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	+242K		$0.00	242K	Jan 4, 2024	Common Stock	242K	$2.73	Direct	F4, F5, F6
holding	RAIL	Employee Stock Option						189K	Jan 4, 2024	Common Stock	189K	$3.22	Direct	F7
holding	RAIL	Employee Stock Option						161K	Jan 4, 2024	Common Stock	161K	$3.82	Direct	F8
holding	RAIL	Employee Stock Option						113K	Jan 4, 2024	Common Stock	113K	$3.81	Direct	F9
holding	RAIL	Employee Stock Option						750K	Jan 4, 2024	Common Stock	750K	$2.38	Direct	F10
holding	RAIL	Employee Stock Appreciation Right						332K	Jan 4, 2024	Common Stock	332K	$1.66	Direct	F11
holding	RAIL	Employee Stock Option						73K	Jan 4, 2024	Common Stock	73K	$7.41	Direct	F12
holding	RAIL	Employee Stock Option						33K	Jan 4, 2024	Common Stock	33K	$16.66	Direct	F13
holding	RAIL	Employee Stock Option						350K	Jan 4, 2024	Common Stock	350K	$16.44	Direct	F14

* 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 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).
F2	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.
F3	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.
F4	Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan.
F5	The options vest in three equal annual installments beginning on January 4, 2025.
F6	The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient.
F7	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.
F8	On January 17, 2022, the recipient was granted 161,402 options. 54,876 options are fully vested and currently exercisable. 53,263 options will vest on January 17, 2024 and 53,263 options will vest on January 17, 2025.
F9	On January 28, 2021, the recipient was granted 113,276 options. 75,894 options are fully vested and currently exercisable and 37,382 options will vest on January 28, 2024.
F10	On January 5, 2021, the recipient was granted 750,000 cash-settled stock appreciation rights which are fully vested and currently exercisable.
F11	On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights which are fully vested and currently exercisable.
F12	On January 14, 2019, the recipient was granted 72,959 options which are fully vested and currently exercisable.
F13	On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable.
F14	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.