Domenic Pio Form 4 Waste Connections / DOMENIC PIO ownership change

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^*

PIO DOMENIC

(Last) (First) (Middle)

6220 HIGHWAY 7

SUITE 600

(Street)

WOODBRIDGE A6 L4H 4G3

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SR VP Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/17/2024		M		727	A	$0.00	11,061	D
Common Shares	02/17/2024		F(1)		390	D	$167.7776(2)	10,671	D
Common Shares	02/18/2024		M		864	A	$0.00	11,535	D
Common Shares	02/18/2024		F(1)		463	D	$167.7776(2)	11,072	D
Common Shares	02/19/2024		M		1,031	A	$0.00	12,103	D
Common Shares	02/19/2024		F(1)		552	D	$167.7776(2)	11,551	D
Common Shares	02/19/2024		M		4,469	A	$0.00	16,020	D
Common Shares	02/19/2024		F(1)		2,393	D	$167.7776(2)	13,721(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	$0.00	02/16/2024		A		2,741		(4)	(4)	Common Shares	2,741	$0.00	2,741	D
Restricted Share Units	$0.00	02/16/2024		A		2,741		(5)	(5)	Common Shares	2,741	$0.00	2,741	D
Restricted Share Units	$0.00	02/17/2024		M			727	(6)	(6)	Common Shares	727	$0.00	1,453	D
Restricted Share Units	$0.00	02/18/2024		M			864	(7)	(7)	Common Shares	864	$0.00	864	D
Restricted Share Units	$0.00	02/19/2024		M			1,031	(8)	(8)	Common Shares	1,031	$0.00	0.00	D
Performance Share Units	$0.00	02/19/2024		M			4,469	(9)	(9)	Common Shares	4,469	$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. For purposed of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $226.39 = US $167.7776

3. Due to an administrative error, the number of shares reported as beneficially owned on the Reporting Person's Form 3 was incorrect. The number of shares beneficially owned has been corrected to include the 94 shares not previously reported on the Form 3.

4. Represents an award of restricted share units. The award shall vest 33 1/3% per year over a three-year period following the date of grant.

5. 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 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 6,852 (250% of the target number).

6. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 17, 2023 and vest in three equal annual installments. The common shares are reported in Table 1.

7. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 18, 2022 and vest in three equal annual installments. The common shares are reported in Table 1.

8. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 19, 2021 and vest in three equal annual installments. The common shares are reported in Table 1.

9. 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 19, 2021 and contained performance goals that the Issuer achieved over the three-year performance period from January 1, 2021 to December 31, 2023. 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 144.5% of the target number of shares subject to the award. The common shares are reported on Table 1.

Remarks:

	Domenico (Dan) Pio	02/21/2024
	** 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).
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