Sec Form 4 Filing - MILLER MARK C @ STERICYCLE INC - 2013-12-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MILLER MARK C
2. Issuer Name and Ticker or Trading Symbol
STERICYCLE INC [ SRCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
28161 N. KEITH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2013
(Street)
LAKE FOREST, IL60045
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/09/2013 M 14,560 A $ 29.54 245,766 D
Common Stock 12/09/2013 S 14,560 D $ 116.8251 231,206 D
Common Stock 12/10/2013 M 36,578 A $ 29.54 267,784 D
Common Stock 12/10/2013 S 36,578 D $ 115.2462 231,206 D
Common Stock 12/10/2013 M 1,400 A $ 38.565 232,606 D
Common Stock 12/10/2013 S 1,400 D $ 115.2462 231,206 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 29.54 12/09/2013 M 14,560 ( 1 ) 02/03/2016 Common Stock 14,560 $ 116.8251 36,578 D
Non-Qualified Stock Option (right to buy) $ 29.54 12/10/2013 M 36,578 ( 1 ) 02/03/2016 Common Stock 36,578 $ 115.2462 0 D
Non-Qualified Stock Option (right to buy) $ 38.565 12/10/2013 M 1,400 ( 1 ) 02/06/2017 Common Stock 1,400 $ 115.2462 98,354 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLER MARK C
28161 N. KEITH DRIVE
LAKE FOREST, IL60045
X Executive Chairman
Signatures
Mark C. Miller 12/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option vests in five equal annual installments on the anniversary of the grant date.

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