Benavides Jesus Salvador Gil - Jan 31, 2024 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role
Director
Signature
/s/ Celia Perez, as attorney in fact
Stock symbol
RAIL
Transactions as of
Jan 31, 2024
Transactions value $
$0
Form type
4
Date filed
2/2/2024, 04:00 PM
Previous filing
Jan 8, 2024
Next filing
Apr 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RAIL Common Stock Disposed to Issuer $0 -107K -78.78% $0.00 28.8K Jan 31, 2024 Direct F1, F2
holding RAIL Common Stock 641K Jan 31, 2024 See footnote F3
holding RAIL Common Stock 316K Jan 31, 2024 See footnote F4

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 Disposed to Issuer $0 -59.6K -100% $0.00* 0 Jan 31, 2024 Common Stock 59.6K $2.73 Direct F5, F6, F7
transaction RAIL Employee Stock Option Disposed to Issuer $0 -33K -66% $0.00 17K Jan 31, 2024 Common Stock 33K $3.22 Direct F5, F7, F8
transaction RAIL Employee Stock Option Disposed to Issuer $0 -14.1K -33% $0.00 28.7K Jan 31, 2024 Common Stock 14.1K $3.82 Direct F5, F7, F9
holding RAIL Employee Stock Option 12.6K Jan 31, 2024 Common Stock 12.6K $3.81 Direct F10
holding RAIL Employee Stock Option 300K Jan 31, 2024 Common Stock 300K $2.38 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Forfeiture of unvested restricted shares pursuant to Rule 16b-3(e) upon recipient's voluntary resignation and termination of employment status effective January 31, 2024. Forfeiture of restricted shares was contemplated in the terms of the awards when the awards were approved.
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 upon grant or forfeiture.
F3 Represents 640,603 shares owned by Fabricaciones y Servicios de Mexico, S.A. de C.V., a corporation in which Jesus Salvador Gil Benavides owns 33% of the equity interests, and therefore is deemed to have voting and dispositive power over 33% of the shares held by such entity. Fabricaciones y Servicios de Mexico, S.A. de C.V., which is owned by Jesus Salvador Gil Benavides, Alejandro Gil and Salvador Gil, owns a total of 1,941,221 shares of common stock of the Company.
F4 Represents 316,013 shares owned by Agben de Mexico, S.A. de C.V., a corporation in which Jesus Salavdor Gil Benavides owns 99% of the equity interests, and therefore is deemed to have voting and dispositive power over the securities held by such entity.
F5 Forfeiture of unvested options pursuant to Rule 16b-3(e) upon recipient's voluntary resignation and termination of employment status effective January 31, 2024. Forfeiture of options was contemplated in the terms of the awards when the awards were approved.
F6 On January 4, 2024 the recipient was granted 59,638 options. The recipient's employment status was terminated and the options forfeited in full. Forfeiture of the options was contemplated under the terms of the award when the award was approved.
F7 The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient upon grant or forfeiture.
F8 On January 6, 2023, the recipient was granted 50,067 options. 33,045 options forfeited on January 31, 2024 when the recipient's employment status was terminated. Forfeiture of the options was contemplated under the terms of the award when the award was approved. 17,022 options are fully vested and exercisable until April 30, 2024, at which point the options will be forfeited if not exercised.
F9 On January 17, 2022, the recipient was granted 42,850 options. 14,141 options forfeited on January 31, 2024 when the recipient's employment status was terminated. Forfeiture of the options was contemplated under the terms of the award when the award was approved. 28,709 options are fully vested and exercisable until April 30, 2024, at which point the options will be forfeited if not exercised.
F10 On January 28, 2021, the recipient was granted 12,608 options which are fully vested and exercisable. The recipient's employment status was terminated on January 31, 2024. As such, the options remain fully vested and exercisable until April 30, 2024, at which point the options will be forfeited if not exercised.
F11 On January 5, 2021, the recipient was granted 300,000 cash settled stock appreciation rights which are fully vested and exercisable. The recipient's employment status was terminated on January 31, 2024. As such, the options remain fully vested and exercisable until April 30, 2024, at which point the options will be forfeited if not exercised.