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*
MITTELSTAEDT RONALD J

(Last) (First) (Middle)
3 WATERWAY SQUARE PLACE
SUITE 110

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Waste Connections, Inc. [ WCN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021
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 Shares 02/24/2021 M 6,220 A $0.00 182,247 D
Common Shares 02/24/2021 F(1) 2,151 D $98.63 180,096 D
Common Shares 02/24/2021 J(2) 15,528 A $0.00 195,624 D
Common Shares 02/24/2021 F(1) 7,334 D $98.63 188,290 D
Common Shares 02/24/2021 J(2) 3,622 A $0.00 191,912 D
Common Shares 02/24/2021 F(1) 1,711 D $98.63 190,201 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
Restricted Share Units $0.00 02/24/2021 M 6,220 (3) (3) Common Shares 6,220 $0.00 0.00 D
Restricted Share Units $0.00 02/24/2021 J 15,528 (4) (4) Common Shares 15,528(2) $0.00 46,585 D
Restricted Share Units $0.00 02/24/2021 J 3,622 (5) (5) Common Shares 3,622(2) $0.00 10,864 D
Explanation of Responses:
1. Represents shares withheld by the Issuer in satisfaction of the applicable withholding taxes due in connection with the vesting of restricted share units and delivery of the converted common shares.
2. Represents the conversion of restricted share units into common shares of the Issuer. These restricted share units were previously vested and deferred under the Issuer's Deferred Compensation Plan. They are scheduled to be distributed pursuant to a multi-year installment method election as a result of the participant's transition from Chief Executive Officer of the Issuer to its Executive Chairman. The distribution represents the first of five distributions elected by the participant.
3. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The performance-based restricted share unit award was granted on February 24, 2017 and contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2017. As a result, the award shall vest 25% per year over the four-year period following the date of grant. The common shares are reported on Table I.
4. The deferred restricted share unit award was granted on 2/11/2010 and vested 25% per year over the four-year period following the date of grant.
5. The deferred restricted share unit award was granted on 2/25/2013 and vested 25% per year over the four-year period following the date of grant.
Remarks:
Ronald Mittelstaedt 02/26/2021
** 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.
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