Waste Connections, Inc. — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Waste Connections, Inc. (WCN)
CIK: 0001318220
Period of Report: 2017-02-24

Reporting Person: DAVIS ROBERT (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Shares	A	1311.00	$0.00	Acquired	10334.00	Direct
2017-02-24	Common Shares	S	313.00	$87.31	Disposed	10021.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Common Shares	$	A	525.00	Acquired		Common Shares (525.00)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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

F4: 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.