Statement of Changes in Beneficial Ownership (4)
January 26 2023 - 10:12AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tonn W Matthew |
2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc.
[
RAIL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Commercial Officer |
(Last)
(First)
(Middle)
125 SOUTH WACKER DRIVE, SUITE 1500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/24/2023 |
(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/24/2023 | | F(1) | | 20961 | D | $3.35 | 188608 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option | $3.22 | | | | | | | (2) | 1/6/2033 | Common Stock | 55908 | | 55908 | D | |
Employee Stock Option | $3.82 | | | | | | | (3) | 1/17/2032 | Common Stock | 47849 | | 47849 | D | |
Employee Stock Option | $3.81 | | | | | | | (4) | 1/28/2031 | Common Stock | 49162 | | 49162 | D | |
Employee Stock Option | $2.38 | | | | | | | (5) | 1/5/2031 | Common Stock | 300000 | | 300000 | D | |
Employee Stock Option | $1.66 | | | | | | | (6) | 1/24/2030 | Common Stock | 144090 | | 144090 | D | |
Explanation of Responses: |
(1) | All of the shares reported as disposed of in this line item were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported in this line item for any reason other than to cover required taxes. |
(2) | On January 6, 2023, the recipient was granted 55,908 options which will vest in three equal annual installments beginning on January 6, 2024. |
(3) | On January 17, 2022, the recipient was granted 47,849 options. 16,268 options are fully vested and currently exercisable, 15,790 options will vest on January 17, 2024 and 15,791 options will vest on January 17, 2025. |
(4) | On January 28, 2021, the recipient was granted 49,162 options. 16,715 options are fully vested and currently exercisable, 16,223 options will vest on January 28, 2023 and 16,224 options will vest on January 28, 2024. |
(5) | On January 5, 2021, the recipient was granted 300,000 cash-settled stock appreciation rights. 201,000 cash-settled stock appreciation rights are fully vested and currently exercisable and 99,000 cash-settled stock appreciation rights will vest on January 5, 2024. |
(6) | On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights. 144,090 cash-settled stock appreciation rights are fully vested and currently exercisable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tonn W Matthew 125 SOUTH WACKER DRIVE SUITE 1500 CHICAGO, IL 60606 |
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| Chief Commercial Officer |
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Signatures
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/s/ Celia Perez, as attorney in fact | | 1/26/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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