WORTHING JACKMAN - 14 Feb 2023 Form 4 Insider Report for Waste Connections, Inc. (WCN)

Role: President and CEO, Director
Signature: Worthing Jackman
Issuer symbol: WCN
Transactions as of: 14 Feb 2023
Net transactions value: -$1,176,160
Form type: 4
Filing time: 16 Feb 2023, 15:16:17 UTC
Previous filing: 23 Feb 2022
Next filing: 17 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WCN	Common Shares	Options Exercise	$0	+18,635	+14%	$0.000000	147,408	14 Feb 2023	Direct
transaction	WCN	Common Shares	Tax liability	$987,608	-7,333	-5%	$134.68	140,075	14 Feb 2023	Direct	F1
transaction	WCN	Common Shares	Options Exercise	$0	+3,557	+2.5%	$0.000000	143,632	14 Feb 2023	Direct
transaction	WCN	Common Shares	Tax liability	$188,552	-1,400	-0.97%	$134.68	142,232	14 Feb 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WCN	Performance Share Units	Options Exercise	$0	-18,635	-100%	$0.000000^*	0	14 Feb 2023	Common Shares	18,635	$0.000000	Direct	F2
transaction	WCN	Performance Share Units	Options Exercise	$0	-3,557	-50%	$0.000000	3,556	14 Feb 2023	Common Shares	3,557	$0.000000	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Represents the conversion upon vesting of a performance-based restricted share unit award into common shares of the Issuer. The award was granted on February 14, 2020 and contained performance goals that the Issuer achieved over the three-year performance period from January 1, 2020 to December 31, 2022. The number of earned award units that vested at the end of the three-year performance period, as determined by the Compensation Committee of the Issuer's Board of Directors, was 131% of the target number of shares subject to the award. The common shares are reported on Table 1.
F3	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 14, 2020 and contained a performance target that was achieved by the Issuer over the one fiscal year period that ended December 31, 2020. 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 1.