Sec Form 4 Filing - Faiveley Erwan @ WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP - 2020-11-27

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
Faiveley Erwan
2. Issuer Name and Ticker or Trading Symbol
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP [ WAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
30 ISABELLA ST.
3. Date of Earliest Transaction (MM/DD/YY)
11/27/2020
(Street)
PITTSBURGH, PA15212
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 11/27/2020 S 20,000 D $ 73.93 ( 1 ) 5,765,561 I Please see footnote
Common Stock - Direct 9,026 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Faiveley Erwan
30 ISABELLA ST.
PITTSBURGH, PA15212
X
Signatures
David L. DeNinno, POA for Erwan Faiveley 12/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within $1.00 ranging from $73.30 to $74.29 inclusive. The reporting person undertakes to provide to Westinghouse Air Brake Technologies Corporation ("Wabtec"), any security holder of Wabtec, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.

Remarks:
In connection with the consummation of certain transactions contemplated by that certain Share Purchase Agreement, dated as of October 6, 2015 (as amended, the "Purchase Agreement"), among Financiere Faiveley S.A., a French societe anonyme ("FinF"), Famille Faiveley Participations S.A.S., a French societe par actions simplifee ("FFP"), Mr. Francois Faiveley and Mr. Erwan Faiveley (collectively, the "Sellers"), Wabtec Corporation and FW Acquisition, LLC, on November 30, 2016, the Sellers received shares of common stock of Westinghouse Air Brake Technologies Corporation ("Wabtec"). Issarts Capital S.A., a public limited liability company organized under the laws of Luxembourg ("Issarts"), is the successor by merger to FinF and FFP. Mr. Erwan Faiveley is the chairman of the board of directors of Issarts and has affiliations with entities that own a majority of the outstanding capital stock of Issarts. All shares of common stock of Wabtec held by Issarts are indicated as beneficially owned indirectly by Mr. Erwan Faiveley in this report because of his affiliations with Issarts, and Mr. Erwan Faiveley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Except as expressly indicated herein, Mr. Erwan Faiveley disclaims beneficial ownership of all the shares held by Issarts and this report shall not be deemed an admission that, for purposes of Section 16 of the Exchange Act or otherwise, that Mr. Erwan Faiveley, Issarts or any holder of capital stock of Issarts is the beneficial owner of shares of common stock of Wabtec.

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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