James R. Meyer - 06 Jan 2023 Form 4 Insider Report for FreightCar America, Inc. (RAIL)

Role: President and CEO, Director
Signature: /s/ Celia Perez, as attorney in fact
Issuer symbol: RAIL
Transactions as of: 06 Jan 2023
Net transactions value: $0
Form type: 4
Filing time: 10 Jan 2023, 14:15:27 UTC
Previous filing: 13 May 2022
Next filing: 01 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIL	Common Stock	Award	$0	+131,599	+30%	$0.000000	564,700	06 Jan 2023	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	+188,585		$0.000000	188,585	06 Jan 2023	Common Stock	188,585	$3.22	Direct	F3, F4, F5
holding	RAIL	Employee Restricted Stock Unit						42,815	06 Jan 2023	Common Stock	42,815	$0.000000	Direct	F6
holding	RAIL	Employee Stock Appreciation Right						332,005	06 Jan 2023	Common Stock	332,005	$1.66	Direct	F7
holding	RAIL	Employee Stock Option						72,959	06 Jan 2023	Common Stock	72,959	$7.41	Direct	F8
holding	RAIL	Employee Stock Option						33,025	06 Jan 2023	Common Stock	33,025	$16.66	Direct	F9
holding	RAIL	Employee Stock Option						350,000	06 Jan 2023	Common Stock	350,000	$16.44	Direct	F10
holding	RAIL	Employee Stock Option						161,402	06 Jan 2023	Common Stock	161,402	$3.82	Direct	F11
holding	RAIL	Employee Stock Option						113,276	06 Jan 2023	Common Stock	113,276	$3.81	Direct	F12
holding	RAIL	Employee Stock Option						750,000	06 Jan 2023	Common Stock	750,000	$2.38	Direct	F13

* 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 6, 2023 and will vest on January 6, 2026. 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	Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan.
F4	The options vest in three equal annual installments beginning on January 6, 2024.
F5	The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient.
F6	On January 30, 2020, the recipient was granted 42,815 cash-settled restricted stock units which will vest on January 30, 2023.
F7	On January 24, 2020 the recipient was granted 332,005 cash-settled stock appreciation rights. 222,444 cash-settled stock appreciation rights are fully vested and currently exercisable and 109,561 cash-settled stock appreciation rights will vest on January 24, 2023.
F8	On January 14, 2019, the recipient was granted 72,959 options which are fully vested and currently exercisable.
F9	On January 12, 2018, the recipient was granted 33,025 options which are fully vested and currently exercisable.
F10	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.
F11	On January 17, 2022, the recipient was granted 161,402 options which will vest in three equal annual installments beginning on January 17, 2023.
F12	On January 28, 2021, the recipient was granted 113,276 options. 38,513 options are fully vested and currently exercisable, 37,881 options will vest on January 28, 2023 and 37,382 options will vest on January 28, 2024. Reflects correction of ministerial error in vesting amounts previously reported.
F13	On January 5, 2021, the recipient was granted 750,000 cash-settled stock appreciation rights. 502,500 cash-settled stock appreciation rights are fully vested and currently exercisable and 247,500 cash-settled stock appreciation rights will vest on January 5, 2024.