WABASH NATIONAL Corp — Director's Dealing 2013

Apr 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WABASH NATIONAL CORP /DE (WNC)
CIK: 0000879526
Period of Report: 2013-04-03

Reporting Person: Ehrlich Rodney P (Sr.VP/Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-03	Common Stock	M	17000	$7.44	Acquired	17000	Direct
2013-04-03	Common Stock	D	17000	$9.93	Disposed	0	Direct
2013-04-03	Common Stock	M	23000	$7.44	Acquired	23000	Direct
2013-04-03	Common Stock	D	23000	$7.44	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-03	Stock Appreciation Right	$7.44	M	17000	Disposed	2020-03-25	Common Stock (17000)	Direct
2013-04-03	Performance Unit	$7.44	M	23000	Disposed	2020-03-25	Common Stock (23000)	Direct

Footnotes

F1: Amount payable was made to individual on 4/3/2013 based upon the vesting of that right that occurred on 3/25/2013.

F2: Stock Appreciation Right. Vested on 3/25/2013. Vested rights were paid in cash on 4/3/2013 based upon the difference in the closing price of the Company's common stock on the date of grant ($7.44, on March 25, 2010) and on the date of vesting ($9.93, on March 25, 2013).

F3: Performance Unit Award. Vested on 3/25/2013. Vested rights were paid in cash based upon the closing price of the Company's common stock on the date of grant ($7.44, on March 25, 2010). Performance Unit grant conditions required payment based upon the lesser of $7.44 or the closing price of the Company's common stock on the date of vesting ($9.93, on March 25, 2013).