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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance-based Restricted Stock Units | $ 0 (3) | 04/16/2019 | M | 277 | (5) | (5) | Common Stock | 277 | (3) | 5,091 | D | ||||
Restricted Stock Units | $ 0 (1) | 04/16/2019 | M | 387 | (6) | (6) | Common Stock | 387 | (1) | 4,981 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stahl David W. 28161 N. KEITH DRIVE LAKE FOREST, IL 60045 |
EVP and CIO |
/s/ David W. Stahl | 04/17/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. 112 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 2018, 2019 and 2020 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. 92 shares were withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on vesting of PSUs. |
(5) | This award was granted on April 16, 2018 for 1,938 shares. 277 shares vested on April 16, 2019. All unvested PSUs are subject to continued employment through the applicable vesting date. |
(6) | This award was granted on April 16, 2018 for 1,938 shares. 387 shares vested on April 16, 2019 and the remaining unvested RSUs will continue to vest in equal annual installments on the next 4 anniversaries of the grant date. All unvested RSUs are subject to continued employment through the applicable vesting date. |