Statement of Changes in Beneficial Ownership (4)
25 May 2023 - 9:15AM
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
*
PACIFIC INVESTMENT MANAGEMENT CO LLC |
2. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc.
[
RAIL
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
|
(Last)
(First)
(Middle)
650 NEWPORT CENTER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2023 |
(Street)
NEWPORT BEACH, CA 92660 |
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
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
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
|
Series C Preferred Stock | 5/22/2023 | | P | | 85412 | A | (1) | 85412 | I | See Footnote (2) |
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 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 |
Warrant (right to buy) | $3.57 | 5/22/2023 | | P | | 1636313 | | 5/22/2023 | 5/22/2033 | Common Stock | 1636313 | (1) | 1636313 | I | See Footnote (2) |
Explanation of Responses: |
(1) | On May 22, 2023, a fund for which the Reporting Person serves as investment manager, advisor or sub-advisor acquired 85,412 shares of Series C Preferred Stock and warrants exercisable for 1,636,313 shares of common stock for total consideration of $84,567,049. |
(2) | The securities reported in the table above are held by certain funds and accounts for which the Reporting Person serves as investment manager, advisor or sub-advisor, which such funds and accounts hold 1,547,266 shares of common stock, warrants to purchase 23.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on October 13, 2020, as amended), warrants to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on December 30, 2021, as amended), a warrant to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on April 4, 2022), a warrant to purchase 1,636,313 shares of Common Stock and 85,412 shares of Series C Preferred Stock. The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PACIFIC INVESTMENT MANAGEMENT CO LLC 650 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660 |
| X |
|
|
Signatures
|
/s/ Ryan Curtis, Vice President, Pacific Investment Management Company LLC | | 5/24/2023 |
**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. |
FreightCar America (NASDAQ:RAIL)
Historical Stock Chart
From Jun 2024 to Jul 2024
FreightCar America (NASDAQ:RAIL)
Historical Stock Chart
From Jul 2023 to Jul 2024