SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MITTELSTAEDT RONALD J

(Last)

(First)

(Middle)

C/O WASTE CONNECTIONS INC

35 IRON POINT CIRCLE, SUITE 200

(Street)

FOLSOM

95630-8589

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WASTE CONNECTIONS INC/DE [ WCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/11/2007		J⁽²⁾⁽³⁾⁽⁴⁾		135,000	D	$19.39	295,140	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Range forward purchase agreement (obligation to sell)	$0⁽¹⁾	06/11/2007		J⁽²⁾⁽³⁾⁽⁴⁾			1	06/11/2007	06/11/2007	Common Stock	135,000	$0	0	D

Explanation of Responses:

1. The zeros in the table are placeholders only that are required by the EDGAR software and should be disregarded.

2. On June 9, 2003, Mittelstaedt Enterprises, L.P. ("Enterprises"), a partnership controlled by the reporting person, entered into a range forward purchase agreement (the "Agreement") with an unaffiliated third party (the "Buyer"), under which Enterprises agreed to deliver 135,000 shares of Common Stock to the Buyer on June 11, 2007 (the "Maturity Date"). Enterprises pledged 135,000 shares of Common Stock to the Buyer to secure its obligations under the Agreement.

3. The price per Share (the "Purchase Price") to be paid by the Buyer on the Maturity Date depended on the closing price of the Common Stock on that date (the "Maturity Price"). If the Maturity Price were less than or equal to $11.92, the Purchase Price would be $11.92. If the Maturity Price were greater than or equal to $19.39, the Purchase Price would be $19.39. If the Maturity Price were greater than $11.92 but less than $19.39, the Purchase Price would be the Maturity Price. (These share numbers and dollar amounts have been adjusted pursuant to the Agreement to reflect the two 3-for-2 stock splits of the Common Stock that occurred on June 25, 2004 and March 13, 2007.)

4. The Maturity Price was $30.00. Accordingly, the Purchase Price was $19.39. On June 11, 2007, Enterprises settled its obligation under the Agreement to deliver 135,000 shares to the Buyer, and was paid the Purchase Price in cash.

	Ronald J. Mittelstaedt	06/13/2007
	** Signature of Reporting Person	Date
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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