4//SEC Filing
Hoffman Richard J 4
Accession 0001415889-24-026026
CIK 0000861878other
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 5:07 PM ET
Size
18.3 KB
Accession
0001415889-24-026026
Insider Transaction Report
Form 4
STERICYCLE INCSRCL
Hoffman Richard J
SVP & Chief Accounting Officer
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2024-11-04−4,720→ 0 totalExercise: $85.98Exp: 2025-05-01→ Common Stock (4,720 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2024-11-04−5,238→ 0 totalExercise: $62.04Exp: 2026-03-01→ Common Stock (5,238 underlying) - Disposition to Issuer
Common Stock
2024-11-04$62.00/sh−21,345$1,323,390→ 0 total - Disposition to Issuer
Restricted Stock Units
2024-11-04$62.00/sh−8,569$531,278→ 0 total→ Common Stock (8,569 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2024-11-04$13.41/sh−4,326$58,012→ 0 totalExercise: $48.59Exp: 2027-03-12→ Common Stock (4,326 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-11-04$62.00/sh−4,199$260,338→ 0 total→ Common Stock (4,199 underlying)
Footnotes (6)
- [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. ("Waste Management") 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 (the "Merger Consideration").
- [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]At the Effective Time, these RSUs were assumed by Waste Management and converted into an award of Waste Management RSUs. The number of Waste Management RSUs was determined by multiplying the number of Company RSUs by the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average of the closing sale prices of a share of Waste Management common stock as reported on the New York Stock Exchange for each of the five consecutive trading days ending with the complete trading day immediately before (and excluding) the closing date.
- [F5]Each performance-based restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock.
- [F6]At the Effective Time, these PRSUs were assumed by Waste Management and converted into an award of Waste Management RSUs. The number of Waste Management RSUs was determined by multiplying the target number of Company PRSUs by the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average of the closing sale prices of a share of Waste Management common stock as reported on the New York Stock Exchange for each of the five consecutive trading days ending with the complete trading day immediately before (and excluding) the closing date.
Documents
Issuer
STERICYCLE INC
CIK 0000861878
Entity typeother
Related Parties
1- filerCIK 0001409138
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 7:00 PM ET
- Accepted
- Nov 4, 5:07 PM ET
- Size
- 18.3 KB