Stericycle (SRCL) Form 4 STERICYCLE / Richard J Hoffman 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Hoffman Richard 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024

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	11/04/2024		D(1)		21,345	D	$62	0	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
Non-Qualified Stock Option (right to buy)	$85.98	11/04/2024		D(2)			4,720	(2)	05/01/2025	Common Stock	4,720	$0(2)	0	D
Non-Qualified Stock Option (right to buy)	$62.04	11/04/2024		D(2)			5,238	(2)	03/01/2026	Common Stock	5,238	$0(2)	0	D
Non-Qualified Stock Option (right to buy)	$48.59	11/04/2024		D(2)			4,326	(2)	03/12/2027	Common Stock	4,326	$13.41(2)	0	D
Restricted Stock Units	(3)	11/04/2024		D(4)			8,569	(4)	(4)	Common Stock	8,569	$62(4)	0	D
Performance-Based Restricted Stock Units	(5)	11/04/2024		D(6)			4,199	(6)	(6)	Common Stock	4,199	$62(6)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of June 3, 2024 (the "Merger Agreement"), by and among Stericycle, Inc. (the "Company"), Waste Management, Inc. ("Waste Management") and Stag Merger Sub Inc., at the effective time (the "Effective Time") of the merger of Stag Merger Sub Inc. with and into the Company, which Effective Time occurred on November 4, 2024, each outstanding share of Company common stock was converted into the right to receive $62.00 per share in cash, without interest (the "Merger Consideration").

2. This stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was fully vested and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (without interest) an amount of cash equal to the product of (i) the number of shares underlying the stock option multiplied by (ii) the excess, if any, of $62.00 over the exercise price of such stock option.

3. Each restricted stock unit ("RSU") represents the right to receive, at settlement, one share of common stock.

4. At the Effective Time, these RSUs were assumed by Waste Management and converted into an award of Waste Management RSUs. The number of Waste Management RSUs was determined by multiplying the number of Company RSUs by the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average of the closing sale prices of a share of Waste Management common stock as reported on the New York Stock Exchange for each of the five consecutive trading days ending with the complete trading day immediately before (and excluding) the closing date.

5. Each performance-based restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock.

6. At the Effective Time, these PRSUs were assumed by Waste Management and converted into an award of Waste Management RSUs. The number of Waste Management RSUs was determined by multiplying the target number of Company PRSUs by the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average of the closing sale prices of a share of Waste Management common stock as reported on the New York Stock Exchange for each of the five consecutive trading days ending with the complete trading day immediately before (and excluding) the closing date.

	/s/ Stuart Funderburg, Attorney-in-Fact	11/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.