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Sec Form 4 Filing - Lee Susan @ Waste Connections Inc. - 2016-07-19

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Lee Susan
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
610 APPLEWOOD CRESCENT, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2016
(Street)
VAUGHAN, A6L4K 0C3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/24/2017 A 1,311 A $ 0 ( 1 ) 5,810 D
Common Shares 02/24/2017 S 321 ( 2 ) D $ 87.31 ( 3 ) 5,489 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Common Shares ( 4 ) 07/19/2016 A 262 ( 4 ) ( 4 ) Common Shares 262 ( 4 ) 262 D
Common Shares ( 4 ) 02/24/2017 A 525 ( 4 ) ( 4 ) Common Shares 525 ( 4 ) 787 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lee Susan
610 APPLEWOOD CRESCENT
SUITE 200
VAUGHAN, A6L4K 0C3
X
Signatures
Susan Lee 02/28/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This represents an award of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common shares. Subject to the reporting person's continued service with the issuer, the award shall vest in 2 equal annual installments, commencing on the date of the grant.
( 2 )Represents shares withheld by the Company from an award of restricted share units in satisfaction of the applicable withholding taxes due as a result of the vesting of those restricted share units through an automatic share withholding procedure. Pursuant to this procedure, the Company withholds as the units vest a portion of the vested shares issuable under the award with a fair market value (measured as of the vesting date) equal to the amount of such withholding taxes.
( 3 )For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars based on the Bank of Canada daily noon exchange rate for February 24, 2017, Cdn.$1.00 = US$0.7631
( 4 )One Deferred Stock Unit ("DSU") is the economic equivalent of one common share of Waste Connections, Inc. ("WCN"), granted pursuant to Waste Connections, Inc. 2016 Incentive Award Plan. DSU units will be settled in cash upon distribution to the reporting person upon such person's retirement and generally do not expire.

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.