SVP & CHIEF ACCOUNTING OFFICER Hoffman Richard J returned $1,323,390 worth of shares to the company (21,345 units at $62.00), closing all direct ownership in the company (SEC Form 4)
$SRCL
Environmental Services
Industrials
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STERICYCLE INC [ SRCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 11/04/2024 | D(1) | 21,345 | D | $62 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $85.98 | 11/04/2024 | D(2) | 4,720 | (2) | 05/01/2025 | Common Stock | 4,720 | $0(2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $62.04 | 11/04/2024 | D(2) | 5,238 | (2) | 03/01/2026 | Common Stock | 5,238 | $0(2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $48.59 | 11/04/2024 | D(2) | 4,326 | (2) | 03/12/2027 | Common Stock | 4,326 | $13.41(2) | 0 | D | ||||
| Restricted Stock Units | (3) | 11/04/2024 | D(4) | 8,569 | (4) | (4) | Common Stock | 8,569 | $62(4) | 0 | D | ||||
| Performance-Based Restricted Stock Units | (5) | 11/04/2024 | D(6) | 4,199 | (6) | (6) | Common Stock | 4,199 | $62(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. Each restricted stock unit ("RSU") represents the right to receive, at settlement, one share of common stock. |
| 4. 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. |
| 5. Each performance-based restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock. |
| 6. 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. |
| /s/ Stuart Funderburg, Attorney-in-Fact | 11/04/2024 | |
| ** 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. | ||