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)
30 ISABELLA ST.

(Street)
PITTSBURGH PA 15212

(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)
08/14/2020
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)
Code V Amount (A) or (D) Price
Common Stock 08/14/2020 S 50,000 D $69.9591(1) 6,256,781 I Please see footnote
Common Stock 08/17/2020 S 55,600 D $68.424(2) 6,201,181 I Please see footnote
Common Stock - Direct 9,026 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.68 to $70.05 inclusive. The reporting person undertakes to provide to Westinghouse Air Brake Technologies Corporation ("Wabtec"), any security holder of Wabtec, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.61 inclusive. The reporting person undertakes to provide to Westinghouse Air Brake Technologies Corporation ("Wabtec"), any security holder of Wabtec, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
Remarks:
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"), 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 and FW Acquisition, LLC, on November 30, 2016, the Sellers received shares of common stock of Westinghouse Air Brake Technologies Corporation ("Wabtec"). Issarts Capital S.A., a public limited liability company organized under the laws of Luxembourg ("Issarts"), is the successor by merger to FinF and FFP. Mr. Erwan Faiveley is the chairman of the board of directors of Issarts and has affiliations with entities that own a majority of the outstanding capital stock of Issarts. All shares of common stock of Wabtec held by Issarts are indicated as beneficially owned indirectly by Mr. Erwan Faiveley in this report because of his affiliations with Issarts, 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 Issarts 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, Issarts or any holder of capital stock of Issarts is the beneficial owner of shares of common stock of Wabtec.
David L. DeNinno, POA for Erwan Faiveley 08/18/2020
** 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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