WABCO (WBC) Form 4 WABCO / MICHAEL T SMITH ownership change

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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X

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^*

SMITH MICHAEL T

(Last) (First) (Middle)

C/O WABCO HOLDINGS INC.

1220 PACIFIC DR.

(Street)

AUBURN HILLS MI 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	05/29/2020		D		10,997	D	$136.5	0	D
Common Stock(2)	05/29/2020		D		5,401.784	D	$136.5	0	I	By Trust(5)
Common Stock(3)(4)	05/29/2020		D		882	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 shares held in Rabbi trust for non-management directors. 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 the Merger Consideration.

3. Represents deferred stock units granted on May 30, 2019 as part of the reporting person's annual retainer. At the effective time of the Merger, each issued and outstanding deferred stock unit was automatically cancelled and converted into the right to receive the Merger Consideration.

4. The deferred stock units equal the reporting person's portion of his retainer fee divided by the closing price of WABCO's common stock on the day preceding the grant date. Each whole deferred stock unit represents a contingent right to receive one share of WABCO common stock. The deferred stock units are 100% vested upon grant and were scheduled to be distributed in shares of common stock as soon as practicable following the earliest to occur of: (i) the reporting person's death or Disability as defined in the Award Agreement;(ii) a "Change in Control" as defined in the Omnibus Incentive Plan; (iii) the reporting person's "separation from service" (as defined under applicable tax rules) from WABCO Holdings Inc.; or (iv) 13 months after the grant date or, if elected by the reporting person, an "optional payment date" which may not be earlier than five years and one month after the grant date.

5. Shares were held in a Rabbi trust for non-management directors. Director exercised voting rights but had no right to dispose until directorship ended.

	/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).
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