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 *

Tonn W Matthew		 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)

125 SOUTH WACKER DRIVE, SUITE 1500		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/6/2023
(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 1/6/2023  A(1)  39014 A$0.00 (2)209569 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 Option $3.22 1/6/2023  A (3)  55908     (4)1/6/2033 Common Stock 55908 $0.00 (5)55908 D  
Employee Stock Option $3.82            (6)1/17/2032 Common Stock 47849  47849 D  
Employee Stock Option $3.81            (7)1/28/2031 Common Stock 49162  49162 D  
Employee Stock Option $2.38            (8)1/5/2031 Common Stock 300000  300000 D  
Employee Stock Option $1.66            (9)1/24/2031 Common Stock 144090  144090 D  
Explanation of Responses:
(1) Exempt issuance of restricted shares under Rule 16 b-3 pursuant to the Issuer's 2022 Long Term Incentive Plan. These shares were granted on January 6, 2023 and will vest on January 6, 2026. The restricted shares are subject to certain restrictions (including possible forfeiture).
(2) The restricted shares were granted pursuant to the Issuer's 2022 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares.
(3) Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2022 Long Term Incentive Plan.
(4) The options vest in three equal annual installments beginning on January 6, 2024.
(5) The options were granted pursuant to the Issuer's 2022 Long Term Incentive Plan, for which no consideration was paid by the recipient.
(6) On January 17, 2022, the recipient was granted 47,849 options which will vest in three equal annual installments beginning on January 17, 2023.
(7) On January 28, 2021, the recipient was granted 49,162 options. 16,715 options are fully vested and currently exercisable, 16,223 options will vest on January 28, 2023 and 16,224 options will vest on January 28, 2024.
(8) On January 5, 2021, the recipient was granted 300,000 cash-settled stock appreciation rights. 201,000 cash-settled stock appreciation rights are fully vested and currently exercisable and 99,000 cash-settled stock appreciation rights will vest on January 5, 2024.
(9) On January 24, 2020 the recipient was granted 144,090 cash-settled stock appreciation rights. 96,541 cash-settled stock appreciation rights are fully vested and currently exercisable and 47,549 cash-settled stock appreciation rights will vest on January 24, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Tonn W Matthew
125 SOUTH WACKER DRIVE
SUITE 1500
CHICAGO, IL 60606

Chief Commercial Officer
Signatures
/s/ Celia Perez, as attorney in fact1/10/2023
**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.
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.
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