Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Roth Erin Jennifer
   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)
General Counsel & Secretary
(Last)
(First)
(Middle)
1000 SAGAMORE PARKWAY SOUTH		 3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014
(Street)

LAFAYETTE, IN 47905		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/23/2014   M   10,000 A $ 13.21 25,477 D  
Common Stock (1) 02/23/2014   F   3,376 D $ 13.21 22,101 D  
Common Stock 02/23/2014   M   13,300 A $ 13.21 35,401 D  
Common Stock (1) 02/23/2014   F   4,124 D $ 13.21 31,277 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Restricted Stock Unit (2) 02/23/2014   M     10,000 02/23/2014 02/23/2014 Common Stock 10,000 (2) 0 D  
Performance Unit (3) 02/23/2014   M     13,300 02/23/2014 02/23/2014 Common Stock 13,300 (3) 0 D  
Stock Option (right to buy) $ 13.32 02/19/2014   A   8,170     (4) 02/19/2024 Common Stock 8,170 $ 0 8,170 D  
Restricted Stock (5) 02/19/2014   A   7,840     (6)   (7) Common Stock 7,840 $ 0 7,840 D  
Performance Unit (8) 02/19/2014   A   13,070   02/19/2016 02/19/2016 Common Stock 13,070 (8) 13,070 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Roth Erin Jennifer
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, IN 47905		       General Counsel & Secretary  

Signatures

 Erin J. Roth   02/26/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Automated sale upon vest of stock for purposes of paying taxes due at time of vest.
(2) Each restricted stock unit converted to one share of WNC common stock as of date of vesting on 2/23/2014
(3) Performance Units were granted on 2/23/11, with a performance period ending upon the close of the Company's 2011 fiscal year. Number of units reported reflect those earned as a result of the achievement of Company specified performance criteria for fiscal year 2011. Each performance unit converted to one share of WNC common stock as of date of vesting on 2/23/14.
(4) Award vests in three equal installments on February 19, 2015, 2016, and 2017.
(5) Each restricted stock unit represents a contingent right to receive one share of WNC common stock
(6) Award is fully vested on February 19, 2017.
(7) The grantee will be entitled to receive shares of common stock equal to the number of units vested on 2/19/2017.
(8) Performance Units were granted on 2/19/14, subject to achievement of performance period criteria for a three-year period ending upon the close of the Company's 2016 fiscal year. Number of units reported assume the Company meets target performance criteria at the end of 2016; actual units earned will be adjusted based on actual performance against the performance criteria. Any earned units will vest on 2/19/2017, at which time each earned and vested unit will convert to one share of the Company's common stock.

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