SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Whitney Mary Anne

(Last)

(First)

(Middle)

3 WATERWAY SQUARE PLACE

SUITE 110

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Vice President - Finance

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,242	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	2,036	$0.00	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	4,478	$0.00	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	5,385	$0.00	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	3,595	$0.00	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,935	$0.00	D

Explanation of Responses:

1. The restricted share unit award was granted on February 13, 2014 and represents a contingent right to receive common shares of the Issuer. The award shall vest in four equal annual installments commencing on the first anniversary of the date of grant.

2. The performance-based restricted share unit award was granted on February 12, 2015 and represents a contingent right to receive common shares of the Issuer. The established performance goals were met the first year of the four-year vesting period and as a result the restricted share units shall vest in four equal annual installments.

3. The performance-based restricted share unit award was granted on February 11, 2016 and represents a contingent right to receive common shares of the Issuer. The established performance goals were met the first year of the four-year vesting period and as a result the restricted share units shall vest in four equal annual installments.

4. The performance-based restricted share unit award was granted on February 24, 2017. 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 Issuer meets certain performance goals at the end of the first year of the vesting period. If the Issuer meets its performance goals at the end of the first year vesting period, then the units shall vest in four equal annual installments.

5. The performance-based restricted share unit award was granted on February 24, 2017. 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 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 4,837 (250% of the target number).

Remarks:

	Mary Anne Whitney	02/09/2018
	** 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 5 (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.