SEC Form 4 · accession 0001562180-17-000963
Waste Connections, Inc. · WCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald J Mittelstaedt
Officer — Chief Executive Officer · Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 4:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001318220
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Feb 24, 2017 | A | 16,588 | $0.00 | A | 311,975 | D | |
| Common SharesF2 | Feb 24, 2017 | A | 8,932 | $0.00 | A | 320,907 | D | |
| Common SharesF3 | Feb 25, 2017 | S | 146 | $87.33 | D | 320,761 | D | |
| Common SharesF3 | Feb 25, 2017 | S | 2,673 | $87.33 | D | 318,088 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a grant of performance-based restricted share units under the Waste Connections, Inc. (the "Company") 2016 Incentive Award Plan (the "2016 Plan"). 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 Company meets certain performance goals at the end of the first year of the vesting period. If the Company meets its performance goals at the end of the first year vesting period, then the units shall vest in four equal annual installments. Vested restricted share units will be paid in cash, an equal number of shares of the Company's common shares, or a combination thereof.
- F2Represents a grant of performance-based restricted share units under the Waste Connections, Inc. (the "Company") 2016 Incentive Award Plan (the "2016 Plan"). 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 Company 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 22,330 (250% of the target number). Vested restricted share units will be paid in cash, an equal number of shares of the Company's common shares, or a combination thereof.
- F3Represents shares withheld by the Company from an award of restricted share units in satisfaction of the applicable withholding taxes due as a result of the vesting of those restricted share units through an automatic share withholding procedure. Pursuant to this procedure, the Company withholds as the units vest a portion of the vested shares issuable under the award with a fair market value (measured as of the vesting date) equal to the amount of such withholding taxes.