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: Roth Erin Jennifer (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-23	Common Stock	M	10000	$13.21	Acquired	25477	Direct
2014-02-23	Common Stock	F	3376	$13.21	Disposed	22101	Direct
2014-02-23	Common Stock	M	13300	$13.21	Acquired	35401	Direct
2014-02-23	Common Stock	F	4124	$13.21	Disposed	31277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-23	Restricted Stock Unit	$	M	10000	Disposed	2014-02-23	Common Stock (10000)	Direct
2014-02-23	Performance Unit	$	M	13300	Disposed	2014-02-23	Common Stock (13300)	Direct
2014-02-19	Stock Option (right to buy)	$13.32	A	8170	Acquired	2024-02-19	Common Stock (8170)	Direct
2014-02-19	Restricted Stock	$	A	7840	Acquired		Common Stock (7840)	Direct
2014-02-19	Performance Unit	$	A	13070	Acquired	2016-02-19	Common Stock (13070)	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.