Waste Connections, Inc. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Waste Connections, Inc. (WCN)
CIK: 0001318220
Period of Report: 2021-02-19

Reporting Person: LITTLE JAMES (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-20	Common Shares	M	2807.00	$0.00	Acquired	26281.00	Direct
2021-02-20	Common Shares	F	684.00	$99.80	Disposed	25597.00	Direct
2021-02-20	Common Shares	M	1401.00	$0.00	Acquired	26998.00	Direct
2021-02-20	Common Shares	F	342.00	$99.80	Disposed	26656.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Restricted Share Units	$0.00	A	5519.00	Acquired		Common Shares (5519.00)	Direct
2021-02-19	Restricted Share Units	$0.00	A	5519.00	Acquired		Common Shares (5519.00)	Direct
2021-02-20	Restricted Share Units	$0.00	M	1401.00	Disposed		Common Shares (1401.00)	Direct
2021-02-20	Restricted Share Units	$0.00	M	2807.00	Disposed		Common Shares (2807.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	11422.00	Indirect

Footnotes

F1: 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.

F2: 25% Over 4 Years beginning on 19-Feb-2021

F3: Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant.

F4: 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 13,797 (250% of the target number).

F5: 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 20, 2018 and contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2018. 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.

F6: Represents the conversion upon vesting of a performance-based restricted share unit award into common shares of the Issuer. The award was granted on February 20, 2018 and contained performance goals that the Issuer achieved over the three-year performance period from January 1, 2018 to December 31, 2020. The number of earned award units that vested at the end of the three-year performance period, as determined by the Compensation Committee of the Issuer's Board of Directors, was 93% of the target number of shares subject to the award. The common shares are reported on Table 1.