Statement of Changes in Beneficial Ownership (4)
February 23 2022 - 4:37PM
Edgar (US Regulatory)
FORM 4
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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).
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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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Whitney Mary Anne |
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) Executive Vice President & CFO |
(Last)
(First)
(Middle)
3 WATERWAY SQUARE PLACE, SUITE 110 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2022 |
(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 | 2/19/2022 | | M | | 1616.00 | A | $0.00 | 50058.00 | D | |
Common Shares | 2/19/2022 | | F(1) | | 636.00 | D | $121.00 | 49422.00 | D | |
Common Shares | 2/20/2022 | | M | | 1013.00 | A | $0.00 | 50435.00 | D | |
Common Shares | 2/20/2022 | | F(1) | | 399.00 | D | $121.00 | 50036.00 | 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 | 2/18/2022 | | A | | 5744.00 | | (2) | (2) | Common Shares | 5744.00 | $0.00 | 5744.00 | D | |
Restricted Share Units | $0.00 | 2/18/2022 | | A | | 5744.00 | | (3) | (3) | Common Shares | 5744.00 | $0.00 | 5744.00 | D | |
Restricted Share Units | $0.00 | 2/19/2022 | | M | | | 1616.00 | (4) | (4) | Common Shares | 1616.00 | $0.00 | 4849.00 | D | |
Restricted Share Units | $0.00 | 2/20/2022 | | M | | | 1013.00 | (5) | (5) | Common Shares | 1013.00 | $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) | 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 14,360 (250% of the target number). |
(3) | Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant. |
(4) | 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 four equal annual installments. The common shares are reported in Table 1. |
(5) | 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 20, 2018 and contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2018. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Whitney Mary Anne 3 WATERWAY SQUARE PLACE SUITE 110 THE WOODLANDS, TX 77380 |
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| Executive Vice President & CFO |
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Signatures
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Mary Anne Whitney | | 2/23/2022 |
**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. |
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 control number. |
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