Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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HANSEN ERIC |
2. Issuer Name and Ticker or Trading Symbol
Waste Connections, Inc.
[
WCN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President and CIO |
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(Last)
(First)
(Middle)
3 WATERWAY SQUARE PLACE, SUITE 110 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
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(Street)
THE WOODLANDS, TX 77380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 2/15/2020 | | M | | 683.00 | A | $0.00 | 6867.00 | D | |
| Common Shares | 2/15/2020 | | F(1) | | 269.00 | D | $103.81 | 6598.00 | D | |
| Common Shares | 2/18/2020 | | S | | 5000.00 | D | $104.276 | 1598.00 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | 2/14/2020 | | A | | 2750.00 | | (2) | (2) | Common Shares | 2750.00 | $0.00 | 2750.00 | D | |
| Restricted Share Units | $0.00 | 2/14/2020 | | A | | 2750.00 | | (3) | (3) | Common Shares | 2750.00 | $0.00 | 2750.00 | D | |
| Restricted Share Units | $0.00 | 2/15/2020 | | M | | | 683.00 | (4) | (4) | Common Shares | 683.00 | $0.00 | 2049.00 | 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 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 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. |
| (3) | 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 6,875 (250% of the target number). |
| (4) | 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 15, 2019 and contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2019. 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 1. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HANSEN ERIC
3 WATERWAY SQUARE PLACE
SUITE 110
THE WOODLANDS, TX 77380 |
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| Senior Vice President and CIO |
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Signatures
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| Eric Hansen | | 2/19/2020 |
| **Signature of Reporting Person | Date |
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