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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MITTELSTAEDT RONALD J
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)
Executive Chairman
(Last)          (First)          (Middle)

3 WATERWAY SQUARE PLACE, SUITE 110
3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2021
(Street)

THE WOODLANDS, TX 77380
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/24/2021  M  6220.00 A$0.00 182247.00 D  
Common Shares 2/24/2021  F(1)  2151.00 D$98.63 180096.00 D  
Common Shares 2/24/2021  J(2)  15528.00 A$0.00 195624.00 D  
Common Shares 2/24/2021  F(1)  7334.00 D$98.63 188290.00 D  
Common Shares 2/24/2021  J(2)  3622.00 A$0.00 191912.00 D  
Common Shares 2/24/2021  F(1)  1711.00 D$98.63 190201.00 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units $0.00 2/24/2021  M     6220.00   (3) (3)Common Shares 6220.00 $0.00 0.00 D  
Restricted Share Units $0.00 2/24/2021  J     15528.00   (4) (4)Common Shares 15528.00 (2)$0.00 46585.00 D  
Restricted Share Units $0.00 2/24/2021  J     3622.00   (5) (5)Common Shares 3622.00 (2)$0.00 10864.00 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 of restricted share units into common shares of the Issuer. These restricted share units were previously vested and deferred under the Issuer's Deferred Compensation Plan. They are scheduled to be distributed pursuant to a multi-year installment method election as a result of the participant's transition from Chief Executive Officer of the Issuer to its Executive Chairman. The distribution represents the first of five distributions elected by the participant.
(3) 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.
(4) The deferred restricted share unit award was granted on 2/11/2010 and vested 25% per year over the four-year period following the date of grant.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MITTELSTAEDT RONALD J
3 WATERWAY SQUARE PLACE
SUITE 110
THE WOODLANDS, TX 77380
X
Executive Chairman

Signatures
Ronald Mittelstaedt2/26/2021
**Signature of Reporting PersonDate

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