Sec Form 4 Filing - Miller Cindy J @ STERICYCLE INC - 2019-03-12

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 Cindy J 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) President & Chief Operating Of (Last) (First) (Middle) 28161 N. KEITH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2019 (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

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) $ 48.59 03/12/2019 A 41,417 ( 1 ) 03/12/2027 Common Stock 41,417 $ 0 41,417 D Performance-based Restricted Stock Units $ 0 ( 2 ) 03/12/2019 A 27,783 ( 3 ) ( 3 ) Common Stock 27,783 $ 0 ( 2 ) 27,783 D Restricted Stock Units $ 0 ( 2 ) 03/12/2019 A 12,005 ( 4 ) ( 4 ) Common Stock 12,005 $ 0 ( 2 ) 23,164 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller Cindy J 28161 N. KEITH DRIVE LAKE FOREST, IL60045 President & Chief Operating Of Signatures /s/ Cindy J. Miller 03/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests in 20% annual installments on each of the first five anniversaries of the grant date. ( 2 )Each restricted stock unit (RSU) represents the right to receive, at settlement, one share of common stock. ( 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 )The RSUs vest in 20% annual installments on each of the first five anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting 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).

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