SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cloninger Robert Michael

(Last)

(First)

(Middle)

3 WATERWAY SQUARE PLACE

SUITE 110

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2022

3. Issuer Name and Ticker or Trading Symbol
Waste Connections, Inc. [ WCN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP, Deputy General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	13,052	D
Common Shares	1,672	I	By daughter
Common Shares	1,672	I	By son
Common Shares	1,672	I	By son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Units	⁽¹⁾	⁽¹⁾	Common Shares	776	$0.00	D
Restricted Share Units	⁽²⁾	⁽²⁾	Common Shares	1,013	$0.00	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Shares	2,025	$0.00	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Shares	1,538	$0.00	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Shares	2,050	$0.00	D
Restricted Share Units	⁽⁶⁾	⁽⁶⁾	Common Shares	2,683	$0.00	D
Restricted Share Units	⁽⁷⁾	⁽⁷⁾	Common Shares	2,683	$0.00	D

Explanation of Responses:

1. Represents performance-based restricted share units awarded on February 20, 2018. The award contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2018. As a result, the award shall vest 25% per year over the four-year period following the date of grant.

2. Represents performance-based restricted share units awarded on February 15, 2019. The award contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2019. As a result, the award shall vest 25% per year over the four-year period following the date of grant.

3. Represents performance-based restricted share units awarded on February 15, 2019. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 5,062 (250% of the target number).

4. Represents performance-based restricted share units awarded on February 14, 2020. The award contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2020. As a result, the award shall vest 25% per year over the four-year period following the date of grant.

5. Represents an award of performance-based restricted share units awarded on February 14, 2020. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 5,125 (250% of the target number).

6. The restricted share unit was awarded on February 19, 2021. The award vests in four equal annual installments commencing on the first anniversary of the date of the award.

7. Represents an award of performance-based restricted share units awarded on February 19, 2021. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 6,707 (250% of the target number).

Remarks:

	Robert Cloninger	02/11/2022
	** 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 5 (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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