Edgar Filing: Maloney Thomas J.

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 ^*

Maloney Thomas J.

2. Issuer Name and Ticker or Trading Symbol
WABASH NATIONAL CORP /DE [WNC]

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

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

(Last)

(First)

(Middle)

C/O LINCOLNSHIRE MANAGEMENT, INC., 780 THIRD AVE.

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2010

(Street)

NEW YORK, NY 10017

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant (right to buy)

$ 0.01

09/17/2010

9,362,581

08/03/2009

08/03/2019

Common Stock

9,362,581

$ 0

0 ⁽³⁾

See Footnotes ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Maloney Thomas J. C/O LINCOLNSHIRE MANAGEMENT, INC. 780 THIRD AVE. NEW YORK, NY 10017	X	X
Lincolnshire Equity III, LLC C/O LINCOLNSHIRE MANAGEMENT, INC. 780 THIRD AVE. NEW YORK, NY 10017		X
Lincolnshire Equity Partners III, L.P. C/O LINCOLNSHIRE MANAGEMENT, INC. 780 THIRD AVE. NEW YORK, NY 10017		X
Lincolnshire Equity Fund III, L.P. C/O LINCOLNSHIRE MANAGEMENT, INC. 780 THIRD AVE. NEW YORK, NY 10017		X
Trailer Investments, LLC C/O LINCOLNSHIRE MANAGEMENT, INC. 780 THIRD AVE. NEW YORK, NY 10017		X

Signatures

/s/ Thomas J. Maloney		09/21/2010
^**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)	Thomas J. Maloney ("Mr. Maloney") holds a majority of the voting power of Lincolnshire Equity III, LLC ("Equity III"). Equity III is the general partner of Lincolnshire Equity Partners III, L.P., which is the general partner of Lincolnshire Equity Fund III, L.P., which is the sole member of Trailer Investments, LLC ("Trailer"), which directly owned the warrant and shares disclosed above.
(2)	Mr. Maloney disclaims beneficial ownership of the securities held by each of the entities referred to in the foregoing footnote except to the extent of his pecuniary interest therein.
(3)	Trailer sold its Warrant to Purchase Shares of Common Stock on September 17, 2010 to Morgan Stanley & Co. Incorporated pursuant to the terms of an Underwriting Agreement, dated September 13, 2010.

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