WABCO Europe BVBA
WABCO Holdings Inc. (Form: 4, Received: 02/28/2017 19:02:46)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rens Nick
2. Issuer Name and Ticker or Trading Symbol

WABCO Holdings Inc. [ WBC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PT Trlr Sys, Aftrmrkt & OffHwy
(Last)          (First)          (Middle)

C/O WABO HOLDINGS INC., 2770 RESEARCH DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2017
(Street)

ROCHESTER HILLS, MI 48309
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/24/2017     F    360   D $112.75   9673   D    
Common Stock   2/24/2017     S    1000   D $113.81   (1) 8673   D    
Common Stock   (2) 2/24/2017     M    2152   A   (2) 10825   D    
Common Stock   2/27/2017     F    1152   D $112.75   9673   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Performance-Based Restricted Units     (2) 2/24/2017     M         2152    2/24/2017     (2) Common Stock   2152     (2) 0   D    

Explanation of Responses:
( 1)  This transaction was executed in multiple trades at prices ranging from $113.79 to $113.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 2)  The performance-based restricted units represent the contingent right to receive one share of common stock for each unit upon the later of the satisfaction of certain performance criteria, which were satisfied as of February 6, 2017 and February 24, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rens Nick
C/O WABO HOLDINGS INC.
2770 RESEARCH DRIVE
ROCHESTER HILLS, MI 48309


PT Trlr Sys, Aftrmrkt & OffHwy

Signatures
/s/ Thomas P. Conaghan, Attorney-in-Fact 2/28/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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