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)

3 WATERWAY SQUARE PLACE

SUITE 110

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Waste Connections, Inc. [ WCN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2018

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)

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)
Restricted Share Units	$0.00	08/29/2018		J			222	⁽¹⁾	⁽¹⁾	Common Shares	222⁽²⁾	$0.00	0.00	D
Restricted Share Units	$0.00	08/29/2018		J			66,450	⁽³⁾	⁽³⁾	Common Shares	66,450⁽²⁾	$0.00	0.00	D
Restricted Share Units	$0.00	08/29/2018		J			18,109	⁽⁴⁾	⁽⁴⁾	Common Shares	18,109⁽²⁾	$0.00	18,108	D

Explanation of Responses:

1. 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.

2. Reflects the number of restricted share units ("RSUs") no longer deemed to be invested in Issuer's nonqualified deferred compensation plan ("Plan") based on an investment election by Reporting Person on August 29, 2018 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 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.

3. 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.

4. The deferred restricted share unit award was granted on 2/25/2013 and vested 25% per year over the four-year period following the date of grant.

Remarks:

	Ronald Mittelstaedt	08/31/2018
	** 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.
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