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*
Ginnetti Daniel
(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)
EVP INTERNATIONAL
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) 41,446(2) 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) $115.54 11/04/2024 D(3) 508 (3) 02/26/2026 Common Stock 508 $0(3) 0 D
Non-Qualified Stock Option (right to buy) $83.35 11/04/2024 D(3) 24,993 (3) 02/16/2025 Common Stock 24,993 $0(3) 0 D
Non-Qualified Stock Option (right to buy) $82.93 11/04/2024 D(3) 147 (3) 02/24/2027 Common Stock 147 $0(3) 0 D
Non-Qualified Stock Option (right to buy) $62.04 11/04/2024 D(3) 28,605 (3) 03/01/2026 Common Stock 28,605 $0(3) 0 D
Non-Qualified Stock Option (right to buy) $48.59 11/04/2024 D(3) 8,218 (3) 03/12/2027 Common Stock 8,218 $13.41(3) 0 D
Restricted Stock Units (4) 11/04/2024 D(5) 20,803 (5) (5) Common Stock 20,803 $62(5) 0 D
Performance-Based Restricted Stock Units (6) 11/04/2024 D(7) 36,898 (7) (7) Common Stock 36,898 $62(7) 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. 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.
2. Includes 101, 118, and 126 shares acquired on June 28, 2024, December 29, 2023, and June 30, 2023, respectively, under the Company's Amended and Restated Employee Stock Purchase Plan.
3. 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.
4. Each restricted stock unit ("RSU") represents the right to receive, at settlement, one share of common stock.
5. Represents unvested RSUs that, pursuant to the Merger Agreement, at the Effective Time, were canceled and converted into the right to receive (without interest) an amount in cash equal to the number of RSUs multiplied by $62.00.
6. Each performance-based restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock.
7. Represents PRSUs with performance periods that had not ended prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, these PRSUs were canceled and converted into the right to receive (without interest) an amount in cash equal to the target number of PRSUs multiplied by $62.00.
/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).
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