Edgar Filing: Thompson Michael E

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 ^*

Â Thompson Michael E

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2012

3. Issuer Name and Ticker or Trading Symbol
WABCO Holdings Inc. [WBC]

(Last)

(First)

(Middle)

C/O WABCO HOLDINGS, INC.,Â ONE CENTENNIAL AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PISCATAWAY,Â NJÂ 08855

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⁾	2,719	D	Â
Common Stock ⁽²⁾	6,542	D	Â
Common Stock ⁽³⁾	1,350 ⁽⁶⁾	D	Â
Common Stock ⁽⁴⁾	1,645 ⁽⁶⁾	D	Â
Common Stock ⁽⁵⁾	13,225 ⁽⁷⁾	D	Â
Common Stock	750	D	Â

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	Â ⁽⁸⁾	02/14/2022	Common Stock	6,909	$ 58.85	D	Â
Stock Option (Right to Buy)	Â ⁽⁹⁾	02/23/2021	Common Stock	5,229	$ 59.26	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁰⁾	02/22/2020	Common Stock	13,832	$ 27.37	D	Â
Stock Option (Right to Buy)	Â ⁽¹¹⁾	02/17/2019	Common Stock	15,637 ⁽¹³⁾	$ 11.75	D	Â
Stock Option (Right to Buy)	Â ⁽¹¹⁾	02/17/2019	Common Stock	27,798 ⁽¹⁴⁾	$ 11.75	D	Â
Stock Option (Right to Buy)	Â ⁽¹²⁾	02/22/2018	Common Stock	4,213 ⁽¹⁵⁾	$ 42.39	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Thompson Michael E C/O WABCO HOLDINGS, INC. ONE CENTENNIAL AVENUE PISCATAWAY,Â NJÂ 08855	Â	Â	Â Vice President	Â

Signatures

/s/ Thomas P. Conaghan, Attorney-in-Fact		03/29/2012
^**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)	Pursuant to Restricted Stock Units that will vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments, beginning on February 14, 2013.
(2)	Pursuant to Restricted Stock Units that will vest, subject to the individual's continued employment with WABCO Holdings, Inc., on May 25, 2014.
(3)	Pursuant to Restricted Stock Units that will vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments. The first installment vested on February 23, 2012, and the next two installments will vest on February 23, 2013 and February 23, 2014.
(4)	Pursuant to Restricted Stock Units that will vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments. The first installment vested on February 22, 2011, and the second installment vested on February 22, 2012. The final installment will vest on February 22, 2013.
(5)	Pursuant Restricted Stock Units from previous grants (including those grants listed above) that have vested as of March 29, 2012.
(6)	Total represents only those Restricted Stock Units that have not vested as of March 29, 2012. Restricted Stock Units that have vested are included in the total of vested Restricted Stock Units below. See footnotes (5) and (7).
(7)	Total includes Restricted Stock Units from previous grants (including those grants listed above) that have vested as of March 29, 2012, less Restricted Stock Units sold to cover the taxes due upon vesting.
(8)	Stock Options vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments, beginning on February 14, 2013.
(9)	Stock Options vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments. The first installment vested on February 23, 2012, and the next two installments will vest on February 23, 2013 and February 23, 2014.
(10)	Stock Options vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments. The first installment vested on February 22, 2011, and the second installment vested on February 22, 2012. The final installment will vest on February 22, 2013.
(11)	Stock Options vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments. All installments were vested as of February 17, 2012.
(12)	Stock Options vest, subject to the individual's continued employment with WABCO Holdings, Inc., in three equal installments. All installments were vested as of February 22, 2011.
(13)	23,455 Stock Options initially granted. 7,818 Stock Options have since been exercised.
(14)	41,697 Stock Options initially granted. 13,899 Stock Options have since been exercised.
(15)	12,638 Stock Options initially granted. 8,425 Stock Options have since been exercised.

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