Statement of Changes in Beneficial Ownership (4)
April 17 2019 - 4:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Weisman Michael
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2. Issuer Name
and
Ticker or Trading Symbol
STERICYCLE INC
[
SRCL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP Corp Ethics and Compliance
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(Last)
(First)
(Middle)
28161 N. KEITH DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/16/2019
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(Street)
LAKE FOREST, IL 60045
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/16/2019
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M
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332
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A
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(1)
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332
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D
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Common Stock
(2)
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4/16/2019
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F
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110
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D
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$56.69
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222
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D
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Common Stock
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4/16/2019
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M
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238
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A
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(3)
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460
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D
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Common Stock
(4)
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4/16/2019
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F
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77
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D
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$56.69
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383
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance-based Restricted Stock Units
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$0.0
(3)
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4/16/2019
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M
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238
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(5)
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(5)
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Common Stock
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238
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(3)
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4853
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D
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Restricted Stock Units
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$0.0
(1)
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4/16/2019
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M
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332
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(6)
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(6)
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Common Stock
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332
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(1)
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4759
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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No shares were sold. 110 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.
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(3)
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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 2018, 2019 and 2020 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.
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(4)
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No shares were sold. 77 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs.
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(5)
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This award was granted on April 16, 2018 for 1,661 shares. 238 shares vested on April 16, 2019. All unvested PSUs are subject to continued employment through the applicable vesting date.
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(6)
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This award was granted on April 16, 2018 for 1,661 shares. 332 shares vested on April 16, 2019 and the remaining unvested RSUs will continue to vest in equal annual installments on the next 4 anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Weisman Michael
28161 N. KEITH DRIVE
LAKE FOREST, IL 60045
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EVP Corp Ethics and Compliance
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Signatures
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/s/ Michael Weisman
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4/17/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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