Statement of Changes in Beneficial Ownership (4)
11 January 2023 - 8:12AM
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
*
Gil Benavides Jesus Salvador |
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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Operations |
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(Last)
(First)
(Middle)
125 S WACKER DRIVE, SUITE 1500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/6/2023 |
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(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 | 1/6/2023 | | A(1) | | 34938 | A | $0.00 (2) | 93159 | D | |
| Common Stock | | | | | | | | 640603 | I | See footnote (3) |
| Common Stock | | | | | | | | 316013 | I | See footnote (4) |
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 | 1/6/2023 | | A (5) | | 50067 | | (6) | 1/6/2033 | Common Stock | 50067 | $0.00 (6) | 50067 | D | |
| Employee Stock Option | $3.82 | | | | | | | (7) | 1/17/2032 | Common Stock | 42850 | | 42850 | D | |
| Employee Stock Option | $3.81 | | | | | | | (8) | 1/28/2031 | Common Stock | 12608 | | 12608 | D | |
| Employee Stock Option | $2.38 | | | | | | | (9) | 1/5/2031 | Common Stock | 300000 | | 300000 | D | |
| Explanation of Responses: |
| (1) | 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). |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. |
| (6) | The options vest in three equal annual installments beginning on January 6, 2024. |
| (7) | On January 17, 2022, the recipient was granted 42,850 options which will vest in three equal annual installments beginning on January 17, 2023. |
| (8) | On January 28, 2021, the recipient was granted 12,608 options. 4,286 options are fully vested and currently exercisable, 4,161 options will vest on January 28, 2023 and 4,161 options will vest on January 28, 2024. |
| (9) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Gil Benavides Jesus Salvador
125 S WACKER DRIVE
SUITE 1500
CHICAGO, IL 60606 | X |
| VP Operations |
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Signatures
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| /s/ Celia Perez, as attorney in fact | | 1/10/2023 |
| **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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