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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
04/03/2013
(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 04/03/2013(1)   M   17,000 A $ 7.44 17,000 D  
Common Stock 04/03/2013   D   17,000 D $ 9.93 (2) 0 D  
Common Stock 04/03/2013(1)   M   23,000 A $ 7.44 23,000 D  
Common Stock 04/03/2013   D   23,000 D $ 7.44 (3) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Stock Appreciation Right $ 7.44 04/03/2013   M     17,000 03/25/2013 03/25/2020 Common Stock 17,000 $ 0 0 D  
Performance Unit $ 7.44 04/03/2013   M     23,000 03/25/2013 03/25/2020 Common Stock 23,000 $ 7.44 0 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   04/05/2013
**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) Amount payable was made to individual on 4/3/2013 based upon the vesting of that right on 3/25/2013.
(2) Stock Appreciation Right. Vested on 3/25/2013. Vested rights were paid in cash on 4/3/2013 based upon the difference in the closing price of the Company's common stock on the date of grant ($7.44, on March 25, 2010) and on the date of vesting ($9.93, on March 25, 2013).
(3) Performance Unit Award. Vested on 3/25/2013. Vested rights were paid in cash based upon the closing price of the Company's common stock on the date of grant ($7.44, on March 25, 2010). Performance Unit grant conditions required payment based upon the lesser of $7.44 or the closing price of the Company's common stock on the date of vesting ($9.93, on March 25, 2013).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.