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RAIL FreightCar America Inc

3.41
0.00 (0.00%)
Pre Market
Last Updated: 09:05:57
Delayed by 15 minutes
Share Name Share Symbol Market Type
FreightCar America Inc NASDAQ:RAIL NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 3.41 2.98 5.37 0 09:05:57

Statement of Changes in Beneficial Ownership (4)

26/01/2023 4:12pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tonn W Matthew
2. Issuer Name and Ticker or Trading Symbol

FreightCar America, Inc. [ RAIL ]
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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Tonn W Matthew
125 SOUTH WACKER DRIVE
SUITE 1500
CHICAGO, IL 60606


Chief Commercial Officer

Signatures
/s/ Celia Perez, as attorney in fact1/26/2023
**Signature of Reporting PersonDate


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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