SEC Form 5 · accession 0001562180-18-000296

Waste Connections, Inc. · WCN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The number of common shares listed in Column 5 of Table 1 excludes the number of unvested performance-based restricted share units ("PSUs") and restricted share units ("RSUs") previously granted by Waste Connections, Inc. (the "Issuer") to the reporting person. As of the date of this Form 5, the reporting person owns an additional 111,175 PSUs (with the number of units that actually vest at the end of each applicable performance period being 0% to 250% of the scheduled amount depending on the terms of the PSU and the extent to which the Issuer meets or exceeds certain performance goals at the end of each year during the performance period) and 17,083 RSUs. The reporting person will report his PSUs and RSUs separately in Table II of each subsequent Form 4 filed by the reporting person.
• F2Executive officers of Old Waste Connections, in years prior to 2015, were able to voluntarily defer receipt of RSU grants under Old Waste Connections' Nonqualified Deferred Compensation Plan, which plan was assumed by New Waste Connections on June 1, 2016 in connection with the Progressive Waste acquisition. The reporting person holds an additional 180,530 RSUs under the Nonqualified Deferred Compensation Plan. The RSUs held under the Nonqualified Deferred Compensation Plan are not considered common shares of the Issuer that are beneficially owned for SEC disclosure purposes. They ultimately are settled in common shares of the Issuer, and they represent an investment risk in the performance of the Issuer's common shares.