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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Waste Connections, Inc. [ WCN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 02/24/2020 | M | 2,415 | A | $0.00 | 98,422 | D | |||
Common Shares | 02/24/2020 | F(1) | 951 | D | $101.97 | 97,471 | D | |||
Common Shares | 02/24/2020 | M | 9,306 | A | $0.00 | 106,777 | D | |||
Common Shares | 02/24/2020 | F(1) | 3,276 | D | $101.97 | 103,501 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | $0.00 | 02/24/2020 | M | 2,415 | (2) | (2) | Common Shares | 2,415 | $0.00 | 2,413 | D | ||||
Performance Share Units | $0.00 | 02/24/2020 | M | 9,306 | (3) | (3) | Common Shares | 9,306 | $0.00 | 0.00 | D | ||||
Restricted Share Units | $0.00 | 02/24/2020 | J | 37,464 | (4) | (4) | Common Shares | 37,464(5) | $0.00 | 0.00 | D | ||||
Restricted Share units | $0.00 | 02/24/2020 | J | 105 | (6) | (6) | Common Shares | 105(5) | $0.00 | 0.00 | D |
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 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. |
3. 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 24, 2017 and contained performance goals that the Issuer achieved over the three-year performance period from January 1, 2017 to December 31, 2019. 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 179% of the target number of shares subject to the award. The common shares are reported on Table 1. |
4. The deferred restricted share unit award was granted on 2/11/2011 and vested 25% per year over the four-year period following the date of grant |
5. Reflects the number of restricted share units ("RSUs") no longer deemed to be invested in Issuer's nonqualified compensation plan ("Plan") based on an investment election by Reporting Person on February 24, 2020 to credit value of such RSUs into a measurement fund under the Plan. The value of such RSUs is based on the market value of the Issuer's common shares on the election date. Such elections are available during Issuer's open trading windows to participants under the Plan who have attained age 55, and for RSU deferrals such participants have made that (i) are scheduled to be distributed pursuant to a multi-year annual installment method election following participant's separation from service and (ii) have been vested for at least three years prior to the election date, as provided for in Amendment No. 2 to the Plan, dated October 25, 2017. The investment election made by Reporting Person does not alter any distribution dates previously selected under the Plan. |
6. The deferred restricted share unit award was granted on 11/12/2010 and vested 25% per year over the four-year period following the date of grant. |
Remarks: |
Darrell Chambliss | 02/26/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |