Cindy J. Miller - Nov 4, 2024 Form 4 Insider Report for STERICYCLE INC (SRCL)

Role
CHIEF EXECUTIVE OFFICER, Director
Signature
/s/ Stuart Funderburg, Attorney-in-Fact
Stock symbol
SRCL
Transactions as of
Nov 4, 2024
Transactions value $
-$23,033,931
Form type
4
Date filed
11/4/2024, 05:06 PM
Previous filing
Sep 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SRCL Common Stock Disposed to Issuer -$7.25M -117K -100% $62.00 0 Nov 4, 2024 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 SRCL Non-Qualified Stock Option (right to buy) Disposed to Issuer -$678K -60.4K -100% $11.22 0 Nov 4, 2024 Common Stock 60.4K $50.78 Direct F2
transaction SRCL Non-Qualified Stock Option (right to buy) Disposed to Issuer -$555K -41.4K -100% $13.41 0 Nov 4, 2024 Common Stock 41.4K $48.59 Direct F2
transaction SRCL Non-Qualified Stock Option (right to buy) Disposed to Issuer -$66.8K -14.1K -100% $4.75 0 Nov 4, 2024 Common Stock 14.1K $57.25 Direct F2
transaction SRCL Restricted Stock Units Disposed to Issuer -$5.21M -84K -100% $62.00 0 Nov 4, 2024 Common Stock 84K Direct F3, F4
transaction SRCL Performance-Based Restricted Stock Units Disposed to Issuer -$9.28M -150K -100% $62.00 0 Nov 4, 2024 Common Stock 150K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cindy J. Miller is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Each restricted stock unit ("RSU") represents the right to receive, at settlement, one share of common stock.
F4 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.
F5 Each performance-based restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock.
F6 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.