Sec Form 4 Filing - MITTELSTAEDT RONALD J @ Waste Connections, Inc. - 2017-02-24

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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 *
MITTELSTAEDT RONALD J
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)
Chief Executive Officer
(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 16,588 A $ 0 ( 1 ) 311,975 D
Common Shares 02/24/2017 A 8,932 A $ 0 ( 2 ) 320,907 D
Common Shares 02/25/2017 S 146 ( 3 ) D $ 87.33 320,761 D
Common Shares 02/25/2017 S 2,673 ( 3 ) D $ 87.33 318,088 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
MITTELSTAEDT RONALD J
3 WATERWAY SQUARE PLACE
SUITE 110
THE WOODLANDS, TX77380
X Chief Executive Officer
Signatures
Ronald Mittelstaedt 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 22,330 (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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* 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).

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