SEC Form 4 · accession 0001562180-18-001135
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 20, 2018
Accepted (ET)
Feb 22, 2018 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001318220
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1 | $0.00 | Feb 20, 2018 | A | 20,937 | A | — | — | Common Shares | 20,937 | 20,937 | D |
| Restricted Share UnitsF2 | $0.00 | Feb 20, 2018 | A | 11,273 | A | — | — | Common Shares | 11,273 | 11,273 | D |
| Restricted Share UnitsF3 | $0.00 | Feb 20, 2018 | A | 127,713 | A | — | — | Common Shares | 127,713 | 127,713 | D |
Explanation of responses
- F1Represents 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 over the four-year vesting period will be either 0% or 100% of the scheduled amount, depending on whether the Issuer meets certain performance goals at the end of the first year of the vesting period. If the Issuer meets its performance goals at the end of the first year vesting period, then the units shall vest in four equal annual installments.
- F2Represents 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 28,182 (250% of the target number).
- F3Represents an award of restricted share units valued at nine million dollars (U.S. $9,000,000) that will vest in three equal annual installments beginning on the first anniversary of the date of the award. The restricted share unit award is made pursuant to that certain second amendment to the Executive's separation benefits plan and employment agreement, dated February 13, 2018, in consideration for the Executive's continued service with the Issuer.