SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Faiveley Erwan

(Last)

(First)

(Middle)

1001 AIR BRAKE AVENUE

(Street)

WILMERDING

15148

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP [ WAB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Direct	11/30/2016		A		681	A	$0.00⁽¹⁾⁽²⁾	681	D
Common Stock - Direct	11/30/2016		J⁽³⁾		518	A	⁽³⁾	1,199	D
Common Stock	11/30/2016		J⁽³⁾		6,306,781	A	⁽³⁾	6,306,781	I	Please see footnote⁽³⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Fair Market Value of Stock on November 30, 2016 was $85.575 per share.

2. Shares vest on May 11, 2017.

3. Please see Footnote 3 in "remarks".

Remarks:

(3) In connection with the consummation of certain transactions contemplated by that certain Share Purchase Agreement, dated as of October 6, 2015 (as amended, the "Purchase Agreement"), relating to Faiveley Transport, S.A. ("Faiveley") among Financiere Faiveley S.A., a French societe anonyme ("FinF"), Famille Faiveley Participations S.A.S., a French societe par actions simplifee ("FFP"), Mr. Francois Faiveley and Mr. Erwan Faiveley (collectively, the "Sellers"), Wabtec Corporation ("Wabtec") and FW Acquisition, LLC ("FW"), pursuant to the Purchase Agreement, on November 30, 2016 the Sellers received in the aggregate 6,307,489 shares of common stock of Wabtec in exchange for 5,473,325 ordinary shares of Faiveley acquired by FW. Mr. Erwan Faiveley received directly 518 shares of common stock of Wabtec. FFP is the controlling shareholder of FinF, and FAIVInvest, S.C.A., a Luxembourg societe commandite par actions, ("FAI") is the controlling shareholder of FFP. Mr. Erwan Faiveley is the President of FinF and FFP and a manager (gerant) of FAI, and a direct and/or indirect minority shareholder in each of FinF, FFP and FAI. All shares of common stock of Wabtec held by FinF and FFP are indicated as owned by Mr. Erwan Faiveley in this report because of his affiliation with FinF, FFP and FAI, and Mr. Erwan Faiveley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Except as expressly indicated herein, Mr. Erwan Faiveley disclaims beneficial ownership of all the shares held by FinF, FFP and FAI and this report shall not be deemed an admission that, for purposes of Section 16 of the Exchange Act or otherwise, that Mr. Erwan Faiveley or any of FinF, FFP and FAI is the beneficial owner of shares of common stock of Wabtec.

	David L. DeNinno, POA for Erwan Faiveley	12/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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