Miller Cindy J Form 4 STERICYCLE / Cindy J Miller ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Miller Cindy J

(Last) (First) (Middle)

2355 WAUKEGAN ROAD

(Street)

BANNOCKBURN IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STERICYCLE INC [ SRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2021		M		10,182	A	(1)	15,663	D
Common Stock(2)	03/11/2021		F		2,982	D	$68.67	12,681	D
Common Stock	03/12/2021		M		9,261	A	(3)	21,942	D
Common Stock(4)	03/12/2021		F		4,103	D	$68.5	17,839	D
Common Stock	03/12/2021		M		2,401	A	(1)	20,240	D
Common Stock(5)	03/12/2021		F		812	D	$68.5	19,428	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Performance-based Restricted Stock Units	$0.0(3)	03/12/2021		M			9,261	(6)	(6)	Common Stock	9,261	(3)	94,834	D
Restricted Stock Units	$0.0(1)	03/11/2021		M			10,182	(7)	(7)	Common Stock	10,182	(1)	67,937	D
Restricted Stock Units	$0.0(1)	03/12/2021		M			2,401	(8)	(8)	Common Stock	2,401	(1)	65,536	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.

2. No shares were sold. 2,982 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.

3. The vesting of these performance-based restricted stock units ("PRSU") is dependent upon the achievement by Stericycle,Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, one-third (1/3) of the target number of PRSUs is scheduled to vest annually on each anniversary of the grant date following each of the 2019, 2020 and 2021 annual performance periods. Each year, the number of units that actually vest will be 0% to 100% of the scheduled amount, depending on the extent to which Stericycle, Inc. meets certain financial performance goals.

4. No shares were sold. 4,103 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs.

5. No shares were sold. 812 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.

6. This award was granted on March 12, 2019 for 27,783 shares. 9,261 shares vested on March 12, 2021. All unvested PSUs are subject to continued employment through the applicable vesting date.

7. This award was granted on March 11, 2020 for 30,546 shares. 10,182 shares vested on March 11, 2021 and the remaining unvested RSUs will vest on the next 2 anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date.

8. This award was granted on March 12, 2019 for 12,005 shares. 2,401 shares vested on March 12, 2021 and the remaining unvested RSUs will continue to vest in equal annual installments on the next 3 anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date.

	/s/ Cindy J. Miller	03/15/2021
	** Signature of Reporting Person	Date
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