Erin Jennifer Roth Form 4 WABASH NATIONAL / Erin Jennifer Roth 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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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^*

Roth Erin Jennifer

(Last) (First) (Middle)

1000 SAGAMORE PARKWAY SOUTH

(Street)

LAFAYETTE IN 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)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2016

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	02/20/2016		M		10,150	A	$0	57,577	D
Common Stock(1)	02/20/2016		F		4,986	D	$11.81	52,591	D
Common Stock	02/20/2016		M		23,001	A	$0	75,592	D
Common Stock(1)	02/20/2016		F		10,753	D	$11.81	64,839	D
Common Stock(2)	02/17/2016		A		15,181	A	$0	80,020	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
Restricted Stock Unit	(3)	02/20/2016		M			10,150	02/20/2016	02/20/2016	Common Stock	10,150	(3)	0	D
Performance Unit	(4)	02/20/2016		A		9,471		02/20/2016	02/20/2016	Common Stock	9,471	(4)	23,001	D
Performance Unit	(5)	02/20/2016		M		23,001		02/20/2016	02/20/2016	Common Stock	23,001	(5)	0	D

Explanation of Responses:

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

2. Restricted Stock Unit award vesting February 17, 2019.

3. Each restricted stock unit converted to one share of WNC common stock as of date of vesting on 2/20/2016.

4. Performance Units were granted on 2/20/2013, with a performance period ending upon the close of the Company's 2015 fiscal year. Number of units reported reflect those additional shares earned over and above the units reported on the Form 4 filed on 2/25/2013 as a result of the achievement of Company specified performance criteria for the performance period.

5. Performance Units were granted on 2/20/2013, with a performance period ending upon the close of the Company's 2015 fiscal year. Number of units reported reflect the total number of shares earned as a result of the achievement of Company specified performance criteria for the performance period. Each performance unit converted to one share of WNC common stock as of date of vesting on 2/20/2016.

Remarks:

	Erin J. Roth	02/23/2016
	** 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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