Richard J. Hoffman - 04 Nov 2024 Form 4 Insider Report for STERICYCLE INC

Footnote 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. ("Waste Management") 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 (the "Merger Consideration").

Footnote 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.

Footnote F3

Each restricted stock unit ("RSU") represents the right to receive, at settlement, one share of common stock.

Footnote F4

At the Effective Time, these RSUs were assumed by Waste Management and converted into an award of Waste Management RSUs. The number of Waste Management RSUs was determined by multiplying the number of Company RSUs by the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average of the closing sale prices of a share of Waste Management common stock as reported on the New York Stock Exchange for each of the five consecutive trading days ending with the complete trading day immediately before (and excluding) the closing date.

Footnote F5

Each performance-based restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock.

Footnote F6

At the Effective Time, these PRSUs were assumed by Waste Management and converted into an award of Waste Management RSUs. The number of Waste Management RSUs was determined by multiplying the target number of Company PRSUs by the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average of the closing sale prices of a share of Waste Management common stock as reported on the New York Stock Exchange for each of the five consecutive trading days ending with the complete trading day immediately before (and excluding) the closing date.