Sec Form 4 Filing - Thompson Michael E @ WABCO Holdings Inc. - 2014-02-19

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Thompson Michael E
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)
Vice President
(Last) (First) (Middle)
C/O WABCO HOLDINGS INC., ONE CENTENNIAL AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2014
(Street)
PISCATAWAY, NJ08855
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/19/2014 S 1,800 D $ 97.51 ( 1 ) 14,133 D
Common Stock 02/19/2014 S 383 D $ 98.04 ( 2 ) 13,750 D
Common Stock 02/19/2014 M 2,303 A $ 58.85 16,053 D
Common Stock 02/19/2014 S 2,303 D $ 97.83 ( 3 ) 13,750 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 S ecurity: 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
Stock Option (Right to Buy) $ 58.85 02/19/2014 M 2,303 ( 4 ) 02/14/2022 Common Stock 2,303 $ 0 2,303 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Michael E
C/O WABCO HOLDINGS INC.
ONE CENTENNIAL AVENUE
PISCATAWAY, NJ08855
Vice President
Signatures
/s/ Thomas P. Conaghan, Attorney-in-Fact 02/21/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported herein includes sales at a range of prices from $97.02 to $97.87. The reporting person undertakes to provide on request detailed breakouts in order that the SEC Staff, the issuer or any security holder of the issuer can receive full information regarding the number of shares sold at each separate price.
( 2 )The transaction reported herein includes sales at a range of prices from $98.00 to $98.12. The reporting person undertakes to provide on request detailed breakouts in order that the SEC Staff, the issuer or any security holder of the issuer can receive full information regarding the number of shares sold at each separate price.
( 3 )The transaction reported herein includes sales at a range of prices from $97.50 to $98.11. The reporting person undertakes to provide on request detailed breakouts in order that the SEC Staff, the issuer or any security holder of the issuer can receive full information regarding the number of shares sold at each separate price.
( 4 )Stock options vest, subject to the individual's continued employment with WABCO Holdings Inc., in three equal installments. The first installment vested on February 14, 2013, and the second installment vested on February 14, 2014. The third installment will vest on February 14, 2015.

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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