FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Smith Dustin T

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/2/2017 

3. Issuer Name and Ticker or Trading Symbol

WABASH NATIONAL CORP /DE [WNC]

(Last)        (First)        (Middle)

1000 SAGAMORE PARKWAY SOUTH

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP and Group President, CTP /

(Street)

LAFAYETTE, IN 47905       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   (1) 20100   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (6)   (5) 2/17/2025   Common Stock   1500   $0   D  
 
Stock Option (right to buy)   (7)   (2) 2/19/2024   Common Stock   767   $0   D  
 
Performance Unit   2/22/2020   2/20/2020   Common Stock   9740     (3) D  
 
Performance Unit   2/17/2018   2/17/2018   Common Stock   3590     (4) D  
 

Explanation of Responses:
(1)  Restricted Stock Unit awards - 7,500 vesting 10/1/2020, 6,500 vesting 2/22/2020, 3,940 vesting 2/17/2019, and 2,160 vesting 2/17/2018
(2)  Award is fully vested
(3)  Performance Units were granted on February 22, 2017, subject to achievement of performance period criteria for a three-year period, ending upon the close of the Company's 2019 fiscal year. The number of units reported assume the Company meets target performance criteria at the end of 2019; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on February 22, 2020, at which time each earned and vested unit will convert to one share of the Company's common stock.
(4)  Performance Units were granted on February 17, 2015, subject to achievement of performance period criteria for a three-year period, ending upon the close of the Company's 2017 fiscal year. The number of units reported assume the Company meets target performance criteria at the end of 2017; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on February 17, 2018, at which time each earned and vested unit will convert to one share of the Company's common stock.
(5)  Award vests in three equal installments on February 17, 2016, 2017 and 2018
(6)  Awarded 2,250 stock options, 750 sold, 750 held, 750 not vested
(7)  Awarded 2,300 stock options, 1,533 sold and 767 held

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smith Dustin T
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, IN 47905


SVP and Group President, CTP

Signatures
Dustin T. Smith 10/12/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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