Sec Form 4 Filing - CHAMBLISS DARRELL W @ Waste Connections, Inc. - 2020-02-14

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.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
CHAMBLISS DARRELL W
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)
EVP & COO
(Last)
(First)
(Middle)
3 WATERWAY SQUARE PLACE, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2020
(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 02/15/2020 M 1,360 A $ 0 94,762 D
Common Shares 02/15/2020 F( 1 ) 332 D $ 103.81 94,430 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
Restricted Share Units $ 0 02/14/2020 A 5,350 ( 2 ) ( 2 ) Commons Shares 5,350 $ 0 5,350 D
Restricted Share Units $ 0 02/14/2020 A 5,350 ( 3 ) ( 3 ) Common Shares 5,350 $ 0 5,350 D
Restricted Share Unites $ 0 02/15/2020 M 1,360 ( 4 ) ( 4 ) Common Stock 1,360 $ 0 4,079 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHAMBLISS DARRELL W
3 WATERWAY SQUARE PLACE
SUITE 110
THE WOODLANDS, TX77380
EVP & COO
Signatures
Darrell Chambliss 02/19/2020
** Signature of Reporting Person Date
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 an award of performance-based restricted share units. 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 over the four-year vesting period will be either 0% or 100% of the scheduled amount, depending on whether the Issuer meets certain performance goals at the end of the first year of the vesting period. If the Issuer meets its performance goals at the end of the first year vesting period, then the units shall vest in four equal annual installments.
( 3 )Represents an award of performance-based restricted share units. 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 13,375 (250% of the target number).
( 4 )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 15, 2019 and 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. The common shares are reported on Table 1.

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).

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