SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ESCULIER JACQUES

(Last)

(First)

(Middle)

C/O WABCO HOLDINGS INC.

ONE CENTENNIAL AVENUE

(Street)

PISCATAWAY

08855

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WABCO Holdings Inc. [ WBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/05/2011

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2011		M		13,333	A	$29.52	140,535	D
Common Stock	05/03/2011		S		13,333	D	$73.1745	127,202	D
Common Stock	05/03/2011		M		25,000	A	$32.38	152,202	D
Common Stock	05/03/2011		S		25,000	D	$72.7863	127,202	D
Common Stock	05/03/2011		M		6,916	A	$11.75	134,118	D
Common Stock	05/03/2011		S		6,916	D	$71.8485	127,202	D
Common Stock	05/03/2011		M		40,776	A	$11.75	167,978	D
Common Stock	05/03/2011		S		40,776	D	$72.0934	127,202	D
Common Stock	05/03/2011		M		30,000	A	$27.37	157,202	D
Common Stock	05/03/2011		S		30,000	D	$74.3	127,202	D
Common Stock	05/03/2011		M		30,171	A	$11.75	157,373	D
Common Stock	05/03/2011		S		30,171	D	$71.7608	127,202	D
Common Stock	05/03/2011		M		13,150	A	$11.75	140,352	D
Common Stock	05/03/2011		S		13,150	D	$72.6816	127,202	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$29.52	05/03/2011		M			13,333	12/04/2003	12/04/2013	Common Stock	13,333	$0	132,610	D
Stock Option (Right to Buy)	$32.38	05/03/2011		M			25,000	02/01/2006	02/01/2016	Common Stock	25,000	$0	107,610	D
Stock Option (Right to Buy)	$11.75	05/03/2011		M			6,916	⁽¹⁾	02/17/2019	Common Stock	6,916	$0	61,170	D
Stock Option (Right to Buy)	$11.75	05/03/2011		M			40,776	⁽¹⁾	02/17/2019	Common Stock	40,776	$0	20,394	D
Stock Option (Right to Buy)	$27.37	05/03/2011		M			30,000	⁽²⁾	02/22/2020	Common Stock	30,000	$0	2,000	D
Stock Option (Right to Buy)	$11.75	05/03/2011		M			30,171	⁽¹⁾	01/17/2019	Common Stock	30,171	$0	56,472	D
Stock Option (Right to Buy)	$11.75	05/03/2011		M			13,150	⁽¹⁾	02/17/2019	Common Stock	13,150	$0	43,322	D

Explanation of Responses:

1. Stock options will vest in three equal installlments, beginning February 17, 2010.

2. Stock options will vest in three equal installments, beginning February 22, 2011.

Remarks:

This Amended Form 4 is being filed to correct the grant and expiration dates for Rows 1 and 2 in Table II.

	/s/ Thomas P. Conaghan, Attorney-in-Fact	05/06/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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