SEC FORM 4

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^*

GIROMINI RICHARD J

(Last)

(First)

(Middle)

1000 SAGAMORE PARKWAY SOUTH

(Street)

LAFAYETTE

47905

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014

4. 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 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	02/23/2014		M		38,420	A	$13.21	392,492	D
Common Stock⁽¹⁾	02/23/2014		F		11,909	D	$13.21	380,583	D
Common Stock	02/23/2014		M		51,099	A	$13.21	431,682	D
Common Stock⁽¹⁾	02/23/2014		F		16,020	D	$13.21	415,662	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)
Restricted Stock Unit	⁽²⁾	02/23/2014		M		38,420		02/23/2014	02/23/2014	Common Stock	38,420	⁽²⁾	0	D
Performance Unit	⁽³⁾	02/23/2014		M		51,099		02/23/2014	02/23/2014	Common Stock	51,099	⁽³⁾	0	D
Stock Option (right to buy)	$13.32	02/19/2014		A		40,370		⁽⁴⁾	02/19/2024	Common Stock	40,370	$0	40,370	D
Restricted Stock	⁽⁵⁾	02/19/2014		A		38,750		⁽⁶⁾	⁽⁷⁾	Common Stock	38,750	$0	38,750	D
Performance Unit	⁽⁸⁾	02/19/2014		A		64,590		02/19/2016	02/19/2016	Common Stock	64,590	⁽⁸⁾	64,590	D

Explanation of Responses:

1. Automated sale upon vest of stock for purposes of paying taxes due at time of vest.

2. Each restricted stock unit converted to one share of WNC common stock as of date of vesting on 2/23/2014

3. 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.

4. Award vests in three equal installments on February 19, 2015, 2016, and 2017.

5. Each restricted stock unit represents a contingent right to receive one share of WNC common stock

6. Award is fully vested on February 19, 2017.

7. The grantee will be entitled to receive shares of common stock equal to the number of units vested on 2/19/2017.

8. 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.

Remarks:

	Richard J. Giromini	02/26/2014
	** 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).
** 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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