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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1. Name and Address of Reporting Person * Weber Mark Jason   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) Sr. VP - CFO (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   20,000 A $ 7.44 20,000 D   Common Stock 04/03/2013   D   20,000 D $ 9.93 (2) 0 D   Common Stock 04/03/2013(1)   M   26,000 A $ 7.44 26,000 D   Common Stock 04/03/2013   D   26,000 D $ 7.44 (3) 0 D

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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

Stock Appreciation Right

$ 7.44

04/03/2013

M

20,000

03/25/2013

03/25/2020

Common Stock

20,000

$ 0

0

D

Performance Unit

$ 7.44

04/03/2013

M

26,000

03/25/2013

03/25/2020

Common Stock

26,000

$ 7.44

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Weber Mark Jason 1000 SAGAMORE PARKWAY SOUTH LAFAYETTE, IN 47905			Sr. VP - CFO

Signatures

Mark J. Weber		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).

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