WABASH NATIONAL Corp — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WABASH NATIONAL CORP /DE (WNC)
CIK: 0000879526
Period of Report: 2014-02-19

Reporting Person: Pitchford William D (SVP of Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Stock Option (right to buy)	$13.32	A	6860	Acquired	2024-02-19	Common Stock (6860)	Direct
2014-02-19	Restricted Stock	$	A	6590	Acquired		Common Stock (6590)	Direct
2014-02-19	Performance Unit	$	A	10980	Acquired	2016-02-19	Common Stock (10980)	Direct

Footnotes

F1: Award vests in three equal installments on February 19, 2015, 2016, and 2017.

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

F3: Award is fully vested on February 19, 2017.

F4: The grantee will be entitled to receive shares of common stock equal to the number of units vested on 2/19/2017.

F5: Performance Units were granted on 2/19/14, subject to achievement of performance period criteria for a three-year period ending upon the close of the Company's 2016 fiscal year. Number of units reported assume the Company meets target performance criteria at the end of 2016; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on 2/19/2017, at which time each earned and vested unit will convert to one share of the Company's common stock.