Kurt Rogers - 01 May 2023 Form 4 Insider Report for STERICYCLE INC

Role: EVP & General Counsel
Signature: /s/ Kurt M. Rogers
Issuer symbol: N/A
Transactions as of: 01 May 2023
Net transactions value: -$192,813
Form type: 4
Filing time: 02 May 2023, 16:27:36 UTC
Previous filing: 03 Apr 2023
Next filing: 12 Mar 2024
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		+2,834	+17%		19,412	01 May 2023	Direct	F1
transaction	SRCL	Common Stock	Tax liability	$37,852	-831	-4.3%	$45.55	18,581	01 May 2023	Direct	F2
transaction	SRCL	Common Stock	Options Exercise		+8,234	+44%		26,815	01 May 2023	Direct	F3
transaction	SRCL	Common Stock	Tax liability	$154,961	-3,402	-13%	$45.55	23,413	01 May 2023	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		-8,234	-47%		9,436	01 May 2023	Common Stock	8,234	$0.000000	Direct	F3, F5
transaction	SRCL	Restricted Stock Units	Options Exercise		-2,834	-9.3%		27,516	01 May 2023	Common Stock	2,834	$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. 831 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 stock units ("PSU") 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, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2022 annual performance period will vary between 0% and 187.5% of the number reported, depending on the extent to which Stericycle, Inc. meets certain financial performance goals.
F4	No shares were sold. 3,402 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs.
F5	This award was granted on May 1, 2020 for 10,391 shares. 8,234 shares vested on May 1, 2023.
F6	This award was granted on May 1, 2020 for 8,502 shares. The final 2,834 shares vested on May 1, 2023.