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^*

Mazraani Mazen

(Last)

(First)

(Middle)

C/O WABCO HOLDINGS INC.

1220 PACIFIC DRIVE

(Street)

AUBURN HILLS

48326

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief HR Officer and VP Comm

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020

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⁽¹⁾	05/29/2020		D		5,343	D	$136.5	0	D
Common Stock⁽²⁾⁽³⁾	05/29/2020		D		1,361	D	$136.5	0	D
Common Stock⁽³⁾⁽⁴⁾	05/29/2020		D		937	D	$136.5	0	D
Common Stock⁽³⁾⁽⁵⁾	05/29/2020		D		391	D	$136.5	0	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)
Performance-Based Restricted Units⁽⁶⁾	⁽⁷⁾	05/29/2020		D			1,361	⁽⁷⁾	⁽⁷⁾	Common Stock	1,361	$136.5	0	D
Performance-Based Restricted Units⁽⁶⁾	⁽⁸⁾	05/29/2020		D			1,405	⁽⁸⁾	⁽⁸⁾	Common Stock	1,405	$136.5	0	D
Performance-Based Restricted Units⁽⁶⁾	⁽⁹⁾	05/29/2020		D			1,173	⁽⁹⁾	⁽⁹⁾	Common Stock	1,173	$136.5	0	D

Explanation of Responses:

1. Represents all common shares held directly by the Reporting Person immediately prior to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of March 28, 2019, by and among ZF Friedrichshafen AG, Verona Merger Sub Corp. and WABCO Holdings Inc. At the effective time of the Merger, each issued and outstanding common share of WABCO Holdings Inc. was automatically cancelled and converted into the right to receive $136.50 in cash (the "Merger Consideration").

2. Represents Restricted Stock Units granted on February 20, 2020, which, at the time of grant, were scheduled to vest, subject to the individual's continued employment with WABCO Holdings Inc., in three equal annual installments, beginning on February 20, 2021.

3. At the effective time of the Merger, each Restricted Stock Unit granted by WABCO Holdings Inc. outstanding immediately prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration.

4. Represents Restricted Stock Units granted on February 22, 2019, which were scheduled to vest, subject to the individual's continued employment with WABCO Holdings Inc., in two equal installments on February 22, 2021 and February 22, 2022.

5. Represents Restricted Stock Units granted on February 21, 2018, which were scheduled to vest, subject to the individual's continued employment with WABCO Holdings Inc., on February 21, 2021.

6. At the effective time of the Merger, each performance-based restricted unit granted by WABCO Holdings Inc. outstanding immediately prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration.

7. Represents performance-based restricted units granted on February 20, 2020, representing the contingent right to receive one share of common stock for each unit upon the later of (i) the satisfaction of certain performance criteria and (ii) continued employment with the company through February 20, 2023.

8. Represents performance-based restricted units granted on February 22, 2019, representing the contingent right to receive one share of common stock for each unit upon the later of (i) the satisfaction of certain performance criteria and (ii) continued employment with the company through February 22, 2022.

9. Represents performance-based restricted units granted on February 21, 2018, representing the contingent right to receive one share of common stock for each unit upon the later of (i) the satisfaction of certain performance criteria and (ii) continued employment with the company through February 21, 2021.

	/s/ Thomas P. Conaghan, Attorney-in-Fact	05/29/2020
	** 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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