WABASH NATIONAL Corp — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WABASH NATIONAL CORP /DE (WNC)
CIK: 0000879526
Period of Report: 2016-02-20

Reporting Person: Roth Erin Jennifer (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-20	Common Stock	M	10150	—	Acquired	57577	Direct
2016-02-20	Common Stock	F	4986	$11.81	Disposed	52591	Direct
2016-02-20	Common Stock	M	23001	—	Acquired	75592	Direct
2016-02-20	Common Stock	F	10753	$11.81	Disposed	64839	Direct
2016-02-17	Common Stock	A	15181	—	Acquired	80020	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-20	Restricted Stock Unit	$	M	10150	Disposed	2016-02-20	Common Stock (10150)	Direct
2016-02-20	Performance Unit	$	A	9471	Acquired	2016-02-20	Common Stock (9471)	Direct
2016-02-20	Performance Unit	$	M	23001	Acquired	2016-02-20	Common Stock (23001)	Direct

Footnotes

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

F2: Restricted Stock Unit award vesting February 17, 2019.

F3: Each restricted stock unit converted to one share of WNC common stock as of date of vesting on 2/20/2016.

F4: Performance Units were granted on 2/20/2013, with a performance period ending upon the close of the Company's 2015 fiscal year. Number of units reported reflect those additional shares earned over and above the units reported on the Form 4 filed on 2/25/2013 as a result of the achievement of Company specified performance criteria for the performance period.

F5: Performance Units were granted on 2/20/2013, with a performance period ending upon the close of the Company's 2015 fiscal year. Number of units reported reflect the total number of shares earned as a result of the achievement of Company specified performance criteria for the performance period. Each performance unit converted to one share of WNC common stock as of date of vesting on 2/20/2016.