Richard J. Hoffman - 01 Mar 2022 Form 4 Insider Report for STERICYCLE INC

Role: SVP & Chief Accounting Officer
Signature: /s/ Richard J. Hoffman
Issuer symbol: N/A
Transactions as of: 01 Mar 2022
Net transactions value: -$51,493
Form type: 4
Filing time: 02 Mar 2022, 15:12:55 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		+786	+7.9%		10,783	01 Mar 2022	Direct	F1
transaction	SRCL	Common Stock	Tax liability	$15,844	-272	-2.5%	$58.25	10,511	01 Mar 2022	Direct	F2
transaction	SRCL	Common Stock	Options Exercise		+1,964	+19%		12,475	01 Mar 2022	Direct	F3
transaction	SRCL	Common Stock	Tax liability	$35,649	-612	-4.9%	$58.25	11,863	01 Mar 2022	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		-1,964	-33%		3,907	01 Mar 2022	Common Stock	1,964	$0.000000	Direct	F3, F5
transaction	SRCL	Restricted Stock Units	Options Exercise		-786	-9.1%		7,896	01 Mar 2022	Common Stock	786	$0.000000	Direct	F1, F6

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

Explanation of Responses:

Id	Content
F1	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.
F2	No shares were sold. 272 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.
F3	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-fourth (1/4) of the target number of PRSUs is scheduled to vest annually on each anniversary of the grant date following each of the 2018, 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.
F4	No shares were sold. 612 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs.
F5	This award was granted on March 1, 2018 for 7,857 shares. The final 1,964 shares vested on March 1, 2022.
F6	This award was granted on March 1, 2018 for 3,928 shares. 786 shares vested on March 1, 2022 and the remaining unvested RSUs will continue to vest on the next anniversary of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date.