Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Pettit Michael N
2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2017
3. Issuer Name and Ticker or Trading Symbol
WABASH NATIONAL CORP /DE [WNC]
(Last)
(First)
(Middle)
1000 SAGAMORE PARKWAY SOUTH
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP - Group President, FMP
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAFAYETTE, IN 47905
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 13,762
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2)   (3) 02/17/2025 Common Stock 1,500 $ 0 D  
Stock Option (right to buy) (4)   (5) 02/19/2024 Common Stock 510 $ 0 D  
Performance Unit 02/22/2020 02/22/2020 Common Stock 5,940 $ (6) D  
Performance Unit 02/17/2018 02/17/2018 Common Stock 3,590 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pettit Michael N
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, IN 47905
      SVP - Group President, FMP  

Signatures

Michael Pettit 12/20/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Restricted Stock Unit awards - 3,960 vesting 2/22/2020, 7,642 vesting 2/17/2019, and 2,160 vesting 2/17/2018
(2) Awarded 2,250 stock options, 750 sold, 750 held, 750 not vested
(3) Award vests in three equal installments on February 17, 2016, 2017 and 2018
(4) Awarded 1,530 stock options, 1,020 sold and 510 held
(5) Award is fully vested
(6) 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.
(7) 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.

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