Janet Zelenka - 01 Jul 2021 Form 4 Insider Report for STERICYCLE INC

Role: EVP, CFO & CIO
Signature: /s/ Janet H. Zelenka
Issuer symbol: N/A
Transactions as of: 01 Jul 2021
Net transactions value: -$151,476
Form type: 4
Filing time: 02 Jul 2021, 16:09:03 UTC
Next filing: 11 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SRCL	Common Stock	Options Exercise		+2,366	+48%		7,331	01 Jul 2021	Direct	F1
transaction	SRCL	Common Stock	Tax liability	$75,738	-1,049	-14%	$72.20	6,282	01 Jul 2021	Direct	F2
transaction	SRCL	Common Stock	Options Exercise		+2,366	+38%		8,648	01 Jul 2021	Direct	F3
transaction	SRCL	Common Stock	Tax liability	$75,738	-1,049	-12%	$72.20	7,599	01 Jul 2021	Direct	F4

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	Performance-based Restricted Stock Units	Options Exercise		-2,366	-6.2%		35,565	01 Jul 2021	Common Stock	2,366	$0.000000	Direct	F1, F5
transaction	SRCL	Restricted Stock Units	Options Exercise		-2,366	-12%		18,188	01 Jul 2021	Common Stock	2,366	$0.000000	Direct	F3, F6

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

Explanation of Responses:

Id	Content
F1	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.
F2	No shares were sold. 1,049 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs.
F3	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.
F4	No shares were sold. 1,049 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.
F5	This award was granted on July 1, 2019 for 7,098 shares. 2,366 shares vested on July 1, 2021. All unvested PSUs are subject to continued employment through the applicable vesting date.
F6	This award was granted on July 1, 2019 for 7,098 shares. 2,366 shares vested on July 1, 2021 and the remaining unvested RSUs will vest on the next anniversary of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date.