WABASH NATIONAL Corp — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WABASH NATIONAL CORP /DE (WNC)
CIK: 0000879526
Period of Report: 2017-02-22

Reporting Person: Taylor Jeffery L (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-22	Common Stock	M	22219	—	Acquired	62904	Direct
2017-02-22	Common Stock	F	7172	$20.58	Disposed	55732	Direct
2017-02-22	Common Stock	A	13100	—	Acquired	68832	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-22	Performance Unit	$	A	9149	Acquired	2017-02-22	Common Stock (9149)	Direct
2017-02-22	Performance Unit	$	M	22219	Disposed	2017-02-22	Common Stock (22219)	Direct
2017-02-22	Performance Unit	$	A	19650	Acquired	2020-02-22	Common Stock (19650)	Direct

Footnotes

F1: Performance Units were granted on 2/19/2014, with a performance period ending upon the close of the Company's 2016 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 2/19/2017.

F2: Performance Units were granted on February 22, 2017, subject to achievement of performance period criteria for a three-year period, ending upon the close of the Company's 2019 fiscal year. The number of units reported assume the Company meets target performance criteria at the end of 2019; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on February 22, 2020, at which time each earned and vested unit will convert to one share of the Company's common stock.

F3: Restricted Stock Unit award vesting February 22, 2020.

F4: Performance Units were granted on 2/19/2014, with a performance period ending upon the close of the Company's 2016 fiscal year. Number of units reported reflect those additional shares earned over and above the units reported on the Form 4 filed on 2/26/2014 as a result of the achievement of Company specified performance criteria for the performance period.