Sec Form 4 Filing - GIROMINI RICHARD J @ WABASH NATIONAL CORP /DE - 2017-02-22

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 GIROMINI RICHARD J 2. Issuer Name and Ticker or Trading Symbol WABASH NATIONAL CORP /DE [ WNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1000 SAGAMORE PARKWAY SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2017 (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 Common Stock 02/22/2017 M 109,803 A $ 0 739,164 D Common Stock 02/22/2017 F 34,532 D $ 20.58 704,632 D Common Stock ( 3 ) 02/22/2017 A 50,550 A $ 0 755,182 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 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 Performance Unit ( 4 ) 02/22/2017 A 45,213 02/22/2017 02/22/2017 Common Stock 45,213 ( 4 ) 109,803 D Performance Unit ( 1 ) 02/22/2017 M 109,803 02/22/2017 02/22/2017 Common Stock 109,803 ( 1 ) 0 D Performance Unit ( 2 ) 02/22/2017 A 75,830 02/22/2020 02/22/2020 Common Stock 75,830 ( 2 ) 75,830 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIROMINI RICHARD J 1000 SAGAMORE PARKWAY SOUTH LAFAYETTE, IN47905 X CEO Signatures Richard J. Giromini 02/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance Units were granted on 2/19/2014, with a performance period ending upon the close of the Company's 2016 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 2/19/2017. ( 2 )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. ( 3 )Restricted Stock Unit award vesting February 22, 2020. ( 4 )Performance Units were granted on 2/19/2014, with a performance period ending upon the close of the Company's 2016 fiscal year. Number of units reported reflect those additional shares earned over and above the units reported on the Form 4 filed on 2/26/2014 as a result of the achievement of Company specified performance criteria for the performance period.

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