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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MALIEKEL JOSEPH J
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)
VP, Corp Controller and PAO
(Last)          (First)          (Middle)

TWO NORTH RIVERSIDE PLAZA SUITE 1300
3. Date of Earliest Transaction (MM/DD/YYYY)

1/24/2020
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
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

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
Common Stock 1/24/2020  A(1)  38669 A$0.00 (2)60722.674 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Appreciation Right $1.66 1/24/2020  A (3)  36534     (4)1/24/2030 Common stock 36534 $0.00 (5)36534 D  
Employee Stock Option (right to buy) $7.41            (6)1/14/2029 Common stock 7790  7790 D  
Employee Stock Option (right to buy) $16.66            (7)1/12/2028 Common stock 3447  3447 D  
Employee Stock Option (right to buy) $25.55            (8)1/15/2024 Common Stock 9825  9825 D  
Employee Stock Option (right to buy) $24.56            (9)1/18/2023 Common Stock 5000  5000 D  

Explanation of Responses:
(1) Exempt issuance of restricted shares under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. These shares were granted on January 24, 2020 and will vest on January 24, 2023. The restricted shares are subject to certain restrictions (including possible forfeiture).
(2) The restricted shares were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares.
(3) Exempt issuance of stock appreciation rights under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each stock appreciation right represents the right to receive a payment measured by the increase in the fair market value of one share of the Issuer's common stock from the date of the grant of the stock appreciation right to the date of exercise of the stock appreciation right.
(4) The stock appreciation rights vest in three equal annual installments beginning on January 24, 2021.
(5) The stock appreciation rights were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the stock appreciation rights.
(6) On January 14, 2019, the recipient was granted 7,790 options. 2,597 stock options are fully vested and currently exercisable, 2,597 stock options will vest on January 14, 2021 and 2,596 stock options will vest on January 14, 2022.
(7) On January 12, 2018, the recipient was granted 3,447 options. 2,298 stock options are fully vested and currently exercisable and 1,149 stock options will vest on January 12, 2021.
(8) On January 15, 2014 the recipient was granted 9,825 options which are fully vested and currently exercisable.
(9) On January 18, 2013 the recipient was granted 5,000 options which are fully vested and currently exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MALIEKEL JOSEPH J
TWO NORTH RIVERSIDE PLAZA SUITE 1300
CHICAGO, IL 60606


VP, Corp Controller and PAO

Signatures
/s/ Georgia L. Vlamis, as attorney in fact1/28/2020
**Signature of Reporting PersonDate


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.
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