SEC FORM
5
SEC Form 5
| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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| OMB APPROVAL |
| OMB Number: |
3235-0362 |
| Estimated average burden |
| hours per response: |
1.0 |
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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). |
|
Form 3 Holdings Reported. |
|
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP
[ WAB ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| VP - Performance First |
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year)
12/31/2005
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Amount |
(A) or (D) |
Price |
| Common Stock - DSPP |
12/31/2005 |
|
P |
476.811 |
A |
|
4,684.9231 |
D |
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| Common Stock - ESOP |
12/31/2005 |
|
J |
0.081
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D |
|
12.471 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| (A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
| Remarks: |
|
|
David M. Seitz, POA for Barry Pennypacker |
02/13/2006 |
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** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
To Sign and File Reports under Section 16(a)
of
the Securities Exchange Act of 1934
With Respect to Equity
Securities of
Westinghouse Air Brake Technologies Corporation
LIMITED POWER OF
ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these
presents, that the undersigned hereby makes,
constitutes and appoints
Alvaro Garcia-Tunon and David M. Seitz, as the
undersigned's true and
lawful attorneys-in-fact, with full power and
authority as hereinafter
described on behalf of and in the name, place
and stead of the undersigned
to:
(1) prepare, execute,
acknowledge, deliver and file Forms 3, 4,
and 5 (including any amendments
thereto) with respect to the securities of
Westinghouse Air Brake
Technologies Corporation, a Delaware corporation
(the "Company"), with
the United States Securities and Exchange Commission,
any national
securities exchanges and the Company, as considered necessary
or
advisable under Section 16(a) of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended from time to
time (the "Exchange Act");
(2) seek or obtain, as the
undersigned's
representative and on the undersigned's behalf, information
on transactions
in the Company's securities from any third party,
including brokers,
employee benefit plan administrators and trustees, and
the undersigned
hereby authorizes any such person to release any such
information to the
undersigned and approves and ratifies any such release
of information; and
(3) perform any and all other acts which in
the discretion of such
attorney-in-fact are necessary or desirable for
and on behalf of the
undersigned in connection with the foregoing.
The undersigned
acknowledges that:
(1) this Power of Attorney
authorizes, but does not
require, such attorney-in-fact to act in their
discretion on information
provided to such attorney-in-fact without
independent verification of such
information;
(2) any documents
prepared and/or executed by such
attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney will be in such form and
will contain such information and
disclosure as such attorney-in-fact, in
his or her discretion, deems
necessary or desirable;
(3) neither
the Company nor such
attorney-in-fact assumes (i) any liability for the
undersigned's
responsibility to comply with the requirement of the
Exchange Act, (ii) any
liability of the undersigned for any failure to
comply with such
requirements, or (iii) any obligation or liability of
the undersigned for
profit disgorgement under Section 16(b) of the
Exchange Act; and
(4) this Power of Attorney does not relieve the
undersigned from
responsibility for compliance with the undersigned's
obligations under the
Exchange Act, including without limitation the
reporting requirements under
Section 16 of the Exchange Act.
The
undersigned hereby gives and
grants the foregoing attorney-in-fact full
power and authority to do and
perform all and every act and thing
whatsoever requisite, necessary or
appropriate to be done in and about
the foregoing matters as fully to all
intents and purposes as the
undersigned might or could do if present,
hereby ratifying all that such
attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully
do or cause to be done by virtue of this
Limited Power of Attorney.
This Power of Attorney shall remain in
full force and effect until
revoked by the undersigned in a signed writing
delivered to such
attorney-in-fact.
IN WITNESS WHEREOF, the
undersigned has caused
this Power of Attorney to be executed as of this 7th
day of February,
2006.
/s/ Barry L. Pennypacker
_________________________________
Barry L. Pennypacker
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF ALLEGHENY
On this 7th day of February, 2006, Barry L. Pennypacker personally
appeared before me, and acknowledged that he executed the foregoing
instrument for the purposes therein contained.
IN WITNESS
WHEREOF, I
have hereunto set my hand and official seal.
/s/ David M. Seitz
_________________________________
Notary
Public
October 21,
2006
_________________________________
My Commission
Expires:
