Sec Form 4 Filing - Shea Patrick James @ Waste Connections, Inc. - 2017-02-24

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 Shea Patrick James 2. Issuer Name and Ticker or Trading Symbol Waste Connections, Inc. [ WCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP, General Counsel & Sec (Last) (First) (Middle) 3 WATERWAY SQUARE PLACE, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2017 (Street) THE WOODLANDS, TX77380 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 4,334 A $ 0 ( 1 ) 46,589 D Common Shares 02/24/2017 A 2,334 A $ 0 ( 2 ) 48,923 D Common Shares 02/25/2017 S 702 ( 3 ) D $ 87.33 48,221 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shea Patrick James 3 WATERWAY SQUARE PLACE SUITE 110 THE WOODLANDS, TX77380 Sr. VP, General Counsel & Sec Signatures Patrick Shea 02/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of performance-based restricted share units under the Waste Connections, Inc. (the "Company") 2016 Incentive Award Plan (the "2016 Plan"). 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 will actually vest over the four year vesting period will be either 0% or 100% of the scheduled amount, depending on whether the Company meets certain performance goals at the end of the first year of the vesting period. If the Company meets its performance goals at the end of the first year vesting period, then the units shall vest in four equal annual installments. Vested restricted share units will be paid in cash, an equal number of shares of the Company's common shares, or a combination thereof. ( 2 )Represents a grant of performance-based restricted share units under the Waste Connections, Inc. (the "Company") 2016 Incentive Award Plan (the "2016 Plan"). 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 Company meets or exceeds certain performance goals at the end of each year during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 5,835 (250% of the target number). Vested restricted share units will be paid in cash, an equal number of shares of the Company's common shares, or a combination thereof. ( 3 )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.

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