FreightCar America, Inc. — Director's Dealing 2016

Jan 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FreightCar America, Inc. (RAIL)
CIK: 0001320854
Period of Report: 2016-01-13

Reporting Person: Vlamis Georgia L (VP, General Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-13	Common Stock	A	2838	$0.00	Acquired	4238	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-13	Performance shares	$	A	2838	Acquired		Common stock (2838)	Direct

Footnotes

F1: Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. These shares were granted on January 13, 2016 and will vest on January 13, 2019. The restricted shares are subject to certain restrictions (including possible forfeiture).

F2: The restricted shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient.

F3: Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals.

F4: Exempt issuance of performance shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan.

F5: Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2016 through December 31, 2018. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2018, with the vesting percentage determined based on actual performance.

F6: Performance shares were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recepient.