4//SEC Filing
Chen Thomas F 4
Accession 0001415889-24-026022
CIK 0000861878other
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 5:04 PM ET
Size
15.7 KB
Accession
0001415889-24-026022
Insider Transaction Report
Form 4
STERICYCLE INCSRCL
Chen Thomas F
Director
Transactions
- Disposition to Issuer
Common Stock
2024-11-04$62.00/sh−20,303$1,258,786→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2024-11-04−3,713→ 0 totalExercise: $97.47Exp: 2026-05-25→ Common Stock (3,713 underlying) - Disposition to Issuer
Restricted Stock Units
2024-11-04$62.00/sh−1,506$93,372→ 0 total→ Common Stock (1,506 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2024-11-04−4,931→ 0 totalExercise: $138.45Exp: 2025-05-27→ Common Stock (4,931 underlying) - Disposition to Issuer
Restricted Stock Units
2024-11-04$62.00/sh−3,524$218,488→ 0 total→ Common Stock (3,524 underlying)
Footnotes (5)
- [F1]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. 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.
- [F2]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.
- [F3]Each restricted stock unit ("RSU") represents the right to receive, at settlement, one share of common stock.
- [F4]Represents RSUs that would have vested in full on the earlier of the one-year anniversary of the grant date or the date of the 2025 Annual Meeting of Stockholders, provided that the date of the 2025 Annual Meeting of Stockholders had been at least 50 weeks after the date of the 2024 Annual Meeting of Stockholders. Pursuant to the Merger Agreement, at the Effective Time, these RSUs were canceled and converted into the right to receive (without interest) an amount in cash equal to the number of RSUs multiplied by $62.00.
- [F5]Represents RSUs that were fully vested prior to the Effective Time, but, in accordance with the Stericycle, Inc. Directors Deferred Stock Plan, the reporting person previously elected to defer actual receipt of the shares to which such person would otherwise have been entitled upon vesting until such person's separation of service from the issuer. Pursuant to the Merger Agreement, at the Effective Time, these RSUs were canceled and converted into the right to receive (without interest) an amount in cash equal to the number of RSUs multiplied by $62.00.
Documents
Issuer
STERICYCLE INC
CIK 0000861878
Entity typeother
Related Parties
1- filerCIK 0001360147
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 7:00 PM ET
- Accepted
- Nov 4, 5:04 PM ET
- Size
- 15.7 KB