WNC Wabash National Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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. Issuer Name and Ticker or Trading Symbol WABASH NATIONAL Corp [ WNC ]	5. 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
(Last)          (First)          (Middle) 1000 SAGAMORE PARKWAY SOUTH	3. Date of Earliest Transaction (MM/DD/YYYY) 2/22/2020
(Street) LAFAYETTE, IN 47905 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/22/2020		M		3703 (1)	A	$0	70481	D
Common stock	2/22/2020		F		4966 (2)	D	$12.44	65515	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Common stock	(1)	2/22/2020		M			3703	2/22/2020	2/22/2020	Common stock	3703	(1)	0	D

Explanation of Responses:
(1)	Performance Units were granted on 2/22/2017, with a performance period ending upon the close of the Company's 2019 fiscal year. Number of units reported reflect the total number of performance units earned as a result of the achievement of Company specified performance criteria for the performance period, each of which converted to one share of WNC common stock as of date of vesting on 2/22/2020. The remaining PSUs that were granted on 2/22/2017 were not earned and were forfeited as of 2/22/2020.
(2)	Shares for taxes for PSUs and RSUs vested on 02/22/2020 and granted on 2/22/2017.

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
/s/Dustin T. Smith		2/25/2020
**Signature of Reporting Person		Date