Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
FREIGHTCAR AMERICA, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
357023100
(CUSIP Number)
Pacific Investment Management Company LLC
Attention: Zephram Yowell, Senior Vice President, Senior Counsel
650 Newport Center Drive
Newport Beach, California 92660
(949) 720-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 16, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 357023100 |
Page 2 of 5 Pages |
| 1. |
NAME OF REPORTING PERSON
Pacific Investment Management Company LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||
| 3. |
SEC USE ONLY
| |||
| 4. |
SOURCE OF FUNDS
OO | |||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☒ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER
14,703,223 (1) | ||
| 8. | SHARED VOTING POWER
0 | |||
| 9. | SOLE DISPOSITIVE POWER
14,703,223 (1) | |||
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,703,223 (1) | |||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4% (2) | |||
| 14. |
TYPE OF REPORTING PERSON
IA, OO | |||
| (1) | The Reporting Person beneficially owns (a) 1,547,266 shares of Common Stock, (b) a warrant exercisable for an indeterminate number of shares of Common Stock equal to 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), (c) a warrant exercisable for an indeterminate number of shares of Common Stock equal to 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), (d) a warrant exercisable for an indeterminate number of shares of Common Stock equal to 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on April 4, 2022), and (e) a warrant exercisable for 1,636,313 (the “2023 Warrant”). |
| CUSIP No. 357023100 |
Page 3 of 5 Pages |
| (2) | Based on 17,846,369 shares of Common Stock outstanding as of May 15, 2023, as provided by the Issuer to the Reporting Person, plus 8,028,842 shares of Common Stock underlying the warrant referred to in clause (b) of footnote 1 above, plus 1,745,401 shares of Common Stock underlying the warrant referred to in clause (c) of footnote 1 above, plus 1,745,401 shares of Common Stock underlying the warrant referred to in clause (d) of footnote 1 above, plus 1,636,313 shares of Common Stock underlying the warrant referred to in clause (e) of footnote 1 above. Except with respect to the 2023 Warrant, the number of shares of Common Stock that will actually be issued upon exercise of the warrants described in this statement will not be known with certainty until the time such warrants are exercised. The number of shares of Common Stock actually issued upon exercise of such warrants may be materially different than the number of shares reflected in this statement. |
| CUSIP No. 357023100 |
Page 4 of 5 Pages |
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 11, 2021 (as amended by Amendment No. 1 to Schedule 13D filed on November 9, 2021, Amendment No. 2 to Schedule 13D filed on January 7, 2022, Amendment No. 3 to Schedule 13D filed on April 12, 2022, Amendment No. 4 to Schedule 13D filed on August 8, 2022, Amendment No. 5 to Schedule 13D filed on November 8, 2022, Amendment No. 6 to Schedule 13D filed on March 29, 2023, and Amendment No. 7 to Schedule 13D filed on May 25, 2023, collectively, the “Original Schedule 13D”) and, collectively with this Amendment No. 8, the “Statement”) relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of FreightCar America, Inc., a Delaware corporation (the “Issuer”). Items 2 and 5 of the Statement are hereby amended and supplemented as set forth below. Capitalized terms used in this Amendment No. 8 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
| Item 2. | Identity and Background. |
The information set forth below is hereby added to Item 2:
On June 16, 2023, PIMCO entered into a settlement agreement with the SEC relating to certain disclosures in the 2014 and 2015 annual shareholder reports of PIMCO Global StocksPLUS & Income Fund (“PGP”) regarding PGP’s use of paired interest rate swaps in its portfolio. Under the terms of the settlement, PIMCO agreed to pay to the SEC a civil monetary penalty in the amount of $6.5 million. Prior to the SEC’s investigation, PIMCO had updated the disclosures in PGP’s 2016 annual shareholder report.
On June 16, 2023, PIMCO entered into a settlement agreement with the SEC relating to an error in the fee waiver calculation used by PIMCO’s third-party vendor that caused certain advisory fees to be under-waived from April 2011 to November 2017 and charged to PIMCO All Asset All Authority Fund (“A4”). Under the terms of the settlement, PIMCO agreed to pay to the SEC a civil monetary penalty in the amount of $2.5 million. Prior to the SEC’s investigation, PIMCO had identified the error, publicly disclosed the issue and implemented a plan that reimbursed A4 and its shareholders for any losses associated with the fee waiver miscalculation. In addition, PIMCO has enhanced its policies and procedures relating to its oversight of the third-party vendor’s advisory fee calculations.
Item 5. Interest in Securities of the Issuer.
Item 5(c) is hereby supplemented by adding the following additional information:
(c) The disclosure set forth in Item 5(c) of the Original Schedule 13D is incorporated herein by reference. Except as set forth therein, there have been no transactions with respect to the Common Stock during the sixty days prior to the date of this Amendment No. 8 by the Reporting Person or, to its knowledge, by any executive officer or director of the Reporting Person.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 14, 2023
| PACIFIC INVESTMENT MANAGEMENT COMPANY LLC | ||||
| By: | /s/ Bijal Parikh | |||
| Name: | Bijal Parikh | |||
| Title: | Executive Vice President | |||