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: Black Matthew Stephen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Shares	A	3218.00	$0.00	Acquired	10693.00	Direct
2017-02-24	Common Shares	A	1733.00	$0.00	Acquired	12426.00	Direct
2017-02-25	Common Shares	S	422.00	$87.33	Disposed	12004.00	Direct

Footnotes

F1: 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.

F2: 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 4333 (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.

F3: 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.