SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Yeagy Brent L

(Last)

(First)

(Middle)

1000 SAGAMORE PARKWAY SOUTH

(Street)

LAFAYETTE

47905

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2013

3. Issuer Name and Ticker or Trading Symbol
WABASH NATIONAL CORP /DE [ WNC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. of Commercial Trailer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,450	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	05/20/2014	Common Stock	2,000	$23.9	D
Stock Option (right to buy)	⁽¹⁾	03/07/2015	Common Stock	1,500	$26.93	D
Stock Option (right to buy)	⁽¹⁾	05/18/2016	Common Stock	4,250	$16.81	D
Stock Option (right to buy)	⁽¹⁾	05/24/2017	Common Stock	7,500	$14.19	D
Stock Option (right to buy)	⁽¹⁾	02/06/2018	Common Stock	9,400	$8.57	D
Stock Option (right to buy)	⁽²⁾	02/23/2021	Common Stock	13,587	$10.21	D
Stock Option (right to buy)	⁽³⁾	02/23/2022	Common Stock	19,810	$10.85	D
Stock Option (right to buy)	⁽⁴⁾	02/20/2023	Common Stock	12,180	$9.61	D
Restricted Stock Units	⁽⁸⁾	⁽⁹⁾	Common Stock	5,430	$0	D
Restricted Stock Units	⁽⁶⁾	⁽⁷⁾	Common Stock	6,790	$0	D
Restricted Stock Units	⁽⁵⁾	⁽¹³⁾	Common Stock	7,670	$0	D
Performance Units	02/23/2014	02/23/2014	Common Stock	7,222	⁽¹⁰⁾	D
Performance Units	02/23/2015	02/23/2015	Common Stock	7,930	⁽¹¹⁾	D
Performance Units	02/20/2016	02/20/2016	Common Stock	10,230	⁽¹²⁾	D

Explanation of Responses:

1. Options fully vested

2. Award vests in three equal installments on February 23, 2012, 2013 & 2014.

3. Award vests in three equal installment on February 23, 2013, 2014, and 2015

4. Award vests in three equal installments on February 20, 2014, 2015, and 2016.

5. Award will fully vest on February 20, 2016

6. Award will fully vest on February 23, 2015

7. The grantee will be entitled to receive shares of common stock equal to the number of units vested on 2/23/2015.

8. Award will fully vest on February 23, 2014.

9. The grantee will be entitled to receive shares of common stock equal to the number of units vested on 2/23/2014.

10. Performance units were earned upon the close of the Company's 2011 fiscal year, based on performance criteria adopted by the Company's Board of Directors. The grantee will be entitled to receive shares of common stock equal to the number of units that will vest on 2/23/2014.

11. Performance Units were granted on 2/23/12, subject to achievement of performance period criteria for a three-year period ending upon the close of the Company's 2014 fiscal year. Number of units reported assume the Company meets target performance criteria at the end of 2014; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on 2/23/2015, at which time each earned and vested unit will convert to one share of the Company's common stock.

12. Performance Units were granted on 2/20/13, subject to achievement of performance period criteria for a three-year period ending upon the close of the Company's 2015 fiscal year. Number of units reported assume the Company meets target performance criteria at the end of 2015; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on 2/20/2016, at which time each earned and vested unit will convert to one share of the Company's common stock.

13. The grantee will be entitled to receive shares of common stock equal to the number of units vested on February 20, 2016.

Remarks:

	Brent L. Yeagy	06/14/2013
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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