Sec Form 4 Filing - MITTELSTAEDT RONALD J @ Waste Connections, Inc. - 2021-02-24

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 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) Executive Chairman (Last) (First) (Middle) 3 WATERWAY SQUARE PLACE, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2021 (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 02/24/2021 M 6,220 A $ 0 182,247 D Common Shares 02/24/2021 F( 1 ) 2,151 D $ 98.63 180,096 D Common Shares 02/24/2021 J( 2 ) 15,528 A $ 0 195,624 D Common Shares 02/24/2021 F( 1 ) 7,334 D $ 98.63 188,290 D Common Shares 02/24/2021 J( 2 ) 3,622 A $ 0 191,912 D Common Shares 02/24/2021 F( 1 ) 1,711 D $ 98.63 190,201 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 02/24/2021 M 6,220 ( 3 ) ( 3 ) Common Shares 6,220 $ 0 0 D Restricted Share Units $ 0 02/24/2021 J 15,528 ( 4 ) ( 4 ) Common Shares 15,528 ( 2 ) $ 0 46,585 D Restricted Share Units $ 0 02/24/2021 J 3,622 ( 5 ) ( 5 ) Common Shares 3,622 ( 2 ) $ 0 10,864 D

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 Executive Chairman Signatures Ronald Mittelstaedt 02/26/2021 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 the conversion of restricted share units into common shares of the Issuer. These restricted share units were previously vested and deferred under the Issuer's Deferred Compensation Plan. They are scheduled to be distributed pursuant to a multi-year installment method election as a result of the participant's transition from Chief Executive Officer of the Issuer to its Executive Chairman. The distribution represents the first of five distributions elected by the participant. ( 3 )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 24, 2017 and contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2017. 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 I. ( 4 )The deferred restricted share unit award was granted on 2/11/2010 and vested 25% per year over the four-year period following the date of grant. ( 5 )The deferred restricted share unit award was granted on 2/25/2013 and vested 25% per year over the four-year period following the date of grant.

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).

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