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: GIROMINI RICHARD J (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-23	Common Stock	M	38420	$13.21	Acquired	392492	Direct
2014-02-23	Common Stock	F	11909	$13.21	Disposed	380583	Direct
2014-02-23	Common Stock	M	51099	$13.21	Acquired	431682	Direct
2014-02-23	Common Stock	F	16020	$13.21	Disposed	415662	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-23	Restricted Stock Unit	$	M	38420	Acquired	2014-02-23	Common Stock (38420)	Direct
2014-02-23	Performance Unit	$	M	51099	Acquired	2014-02-23	Common Stock (51099)	Direct
2014-02-19	Stock Option (right to buy)	$13.32	A	40370	Acquired	2024-02-19	Common Stock (40370)	Direct
2014-02-19	Restricted Stock	$	A	38750	Acquired		Common Stock (38750)	Direct
2014-02-19	Performance Unit	$	A	64590	Acquired	2016-02-19	Common Stock (64590)	Direct

Footnotes

F1: Automated sale upon vest of stock for purposes of paying taxes due at time of vest.

F2: Each restricted stock unit converted to one share of WNC common stock as of date of vesting on 2/23/2014

F3: Performance Units were granted on 2/23/11, with a performance period ending upon the close of the Company's 2011 fiscal year. Number of units reported reflect those earned as a result of the achievement of Company specified performance criteria for fiscal year 2011. Each performance unit converted to one share of WNC common stock as of date of vesting on 2/23/14.

F4: Award vests in three equal installments on February 19, 2015, 2016, and 2017.

F5: Each restricted stock unit represents a contingent right to receive one share of WNC common stock

F6: Award is fully vested on February 19, 2017.

F7: The grantee will be entitled to receive shares of common stock equal to the number of units vested on 2/19/2017.

F8: 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.