Sec Form 4 Filing - BAUN THEODORE W. @ FreightCar America, Inc. - 2019-01-22

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BAUN THEODORE W. 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) TWO NORTH RIVERSIDE PLAZA SUITE 1300 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2019 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 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)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/22/2019 F( 1 ) 1,768 D $ 7.485 35,303 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 (right to buy) $ 7.41 ( 2 ) 01/14/2029 Common stock 35,750 35,750 D Employee Stock Option (right to buy) $ 16.66 ( 3 ) 01/12/2028 Common stock 57,794 57,794 D Employee Stock Option (right to buy) $ 16.66 ( 4 ) 01/12/2028 Common stock 16,182 16,182 D Employee Stock Option (right to buy) $ 25.55 ( 5 ) 01/15/2024 Common stock 14,575 14,575 D Employee Stock Option (right to buy) $ 24.56 ( 6 ) 01/18/2023 Common stock 8,300 8,300 D Employee Stock Option (right to buy) $ 23.4 ( 7 ) 01/12/2022 Common stock 16,400 16,400 D Employee Stock Option (right to buy) $ 29.88 ( 8 ) 01/13/2021 Common stock 10,600 10,600 D Employee Stock Option (right to buy) $ 20.69 ( 9 ) 02/23/2020 Common stock 7,250 7,250 D Employee Stock Option (right to buy) $ 17.84 ( 10 ) 05/12/2019 Common stock 1,000 1,000 D Performance shares ( 11 ) ( 12 ) ( 12 ) Common stock 5,108 ( 12 ) 5,108 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAUN THEODORE W. TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO, IL60606 Chief Commercial Officer Signatures /s/ Georgia L. Vlamis, as attorney in fact 01/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the exercise of a tax withholding right in connection with the vesting of 5,108 restricted shares that were issued in an exempt issuance pursuant to Rule 16b-3 under the Issuer's 2005 Long Term Incentive Plan. ( 2 )On January 14, 2019 the recipient was granted 35,750 options which will vest in three equal annual installments beginning on January 14, 2020. ( 3 )On January 12, 2018 the recipient was granted 57,794 options. The options vest and become exercisable based on a trailing 90-consecutive calendar day average closing price of one share of the Issuer's common stock (the "Stock Price") in the following proportions, provided the option holder remains continuously employed by the Issuer until the applicable vesting date: 34% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $5.00 per share above the exercise price, an additional 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $10.00 per share above the exercise price and the final 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $15.00 per share above the exercise price. ( 4 )On January 12, 2018, the recipient was granted 16,182 options. 5,394 stock options are fully vested and currently exercisable, 5,394 stock options will vest on January 12, 2020 and 5,394 stock options will vest on January 12, 2021. ( 5 )On January 15, 2014 the recipient was granted 14,575 options which are fully vested and currently exercisable. ( 6 )On January 18, 2013, the recipient was granted 8,300 options which are fully vested and currently exercisable. ( 7 )On January 12, 2012, the recipient was granted 16,400 options which are fully vested and currently exercisable. ( 8 )On January 13, 2011, the recipient was granted 10,600 options which are fully vested and currently exercisable. ( 9 )On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable. ( 10 )On May 12, 2009, the recipient was granted 1,000 options which are fully vested and currently exercisable. ( 11 )Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. ( 12 )Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2017 through December 31, 2019. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2019, with the vesting percentage determined based on actual performance.

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