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Form 4 STERICYCLE INC For: Jul 01 Filed by: Zelenka Janet

July 5, 2022 6:09 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Zelenka Janet

(Last) (First) (Middle)
2355 WAUKEGAN ROAD

(Street)
BANNOCKBURN IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STERICYCLE INC [ SRCL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFO & CIO
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2022   M   2,366 A (1) 15,897 D  
Common Stock (2) 07/01/2022   F   1,049 D $ 44.37 14,848 D  
Common Stock 07/01/2022   M   2,366 A (3) 17,214 D  
Common Stock (4) 07/01/2022   F   1,049 D $ 44.37 16,165 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Stock Units $ 0 (3) 07/01/2022   M     2,366   (5)   (5) Common Stock 2,366 (3) 17,925 D  
Restricted Stock Units $ 0 (1) 07/01/2022   M     2,366   (6)   (6) Common Stock 2,366 (1) 24,015 D  
Explanation of Responses:
1. 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.
2. No shares were sold. 1,049 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.
3. 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.
4. No shares were sold. 1,049 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs.
5. This PSU award was granted on July 1, 2019 for 7,098 shares. The final 2,366 shares vested on July 1, 2022.
6. This RSU award was granted on July 1, 2019 for 7,098 shares. The final 2,366 shares vested on July 1, 2022.
/s/ Janet H. Zelenka 07/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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