WABASH NATIONAL Corp — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WABASH NATIONAL CORP /DE (WNC)
CIK: 0000879526
Period of Report: 2013-02-20

Reporting Person: Ewald Bruce N (Sr. VP - Sales and Marketing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Stock Option (right to buy)	$9.61	A	12180	Acquired	2023-02-20	Common Stock (12180)	Direct
2013-02-20	Restricted Stock Units	$	A	7670	Acquired		Common Stock (7670)	Direct
2013-02-20	Performance Units	$	A	10230	Acquired	2016-02-20	Common Stock (10230)	Direct

Footnotes

F1: Award vests in three equal installments on February 20, 2014, 2015, and 2016.

F2: Each restricted stock unit represents a contingent right to receive one share of WNC stock

F3: Award is fully vested on February 20, 2016

F4: The grantee will be entitled to receive shares of common stock equal to the number of units vested on February 20, 2016.

F5: Performance Units were granted on 2/20/13, subject to achievement of performance period criteria for a three-year period ending upon the close of the Company's 2015 fiscal year. Number of units reported assume the Company meets target performance criteria at the end of 2015; actual units earned will be adjusted based on actual performace against the performance criteria. Any earned units will vest on 2/20/2016, at which time each earned and vested unit will convert to one share of the Company's common stock.