Sec Form 4 Filing - Rogers Kurt @ STERICYCLE INC - 2021-03-09

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
Rogers Kurt
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 & General Counsel
(Last) (First) (Middle)
2355 WAUKEGAN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(Street)
BANNOCKBURN, IL60015
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
Performance-based Restricted Stock Units $ 0 ( 1 ) 03/09/2021 A 7,711 ( 2 ) ( 2 ) Common Stock 7,711 $ 0 ( 1 ) 17,670 D
Restricted Stock Units $ 0 ( 1 ) 03/09/2021 A 6,309 ( 3 ) ( 3 ) Common Stock 6,309 $ 0 ( 1 ) 32,509 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rogers Kurt
2355 WAUKEGAN ROAD
BANNOCKBURN, IL60015
EVP & General Counsel
Signatures
/s/ Kurt M. Rogers 03/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit (RSU) represents the right to receive, at settlement, one share of common stock.
( 2 )The vesting of these performance -based stock units ("PSU") 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, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2023 annual performance period will vary between 0% and 187.5% of the number reported, depending on the extent to which Stericycle, Inc. meets certain financial performance goals.
( 3 )The RSUs vest in 3 annual installments on each of the first three 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).
** 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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