Sec Form 4 Filing - Pitchford William D @ WABASH NATIONAL CORP /DE - 2015-02-17

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 Pitchford William D 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, HR & Assistant Secretary (Last) (First) (Middle) 1000 SAGAMORE PARKWAY SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2015 (Street) LAFAYETTE, IN47905 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

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 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 Stock Option (right to buy) $ 14.16 02/17/2015 A 6,710 ( 1 ) 02/17/2025 Common Stock 6,710 $ 0 6,710 D Restricted Stock ( 2 ) 02/17/2015 A 6,440 ( 3 ) ( 4 ) Common Stock 6,440 $ 0 6,440 D Performance Unit ( 5 ) 02/17/2015 A 10,740 02/17/2018 02/17/2018 Common Stock 10,740 ( 5 ) 10,740 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pitchford William D 1000 SAGAMORE PARKWAY SOUTH LAFAYETTE, IN47905 SVP, HR & Assistant Secretary Signatures William D. Pitchford 02/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award vests in three equal installments on Frebruary 17, 2016, 2017 and 2018 ( 2 )Each restricted stock unit represents a contingent right to receive one share of WNC common stock ( 3 )Award is fully vested on February 17, 2018 ( 4 )The grantee will be entitled to receive shares of common stock equal to the number of units vested on February 17, 2018 ( 5 )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.

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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