SEC FORM 4/A

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONNAUGHTON JOHN

(Last)

(First)

(Middle)

C/O BAIN CAPITAL

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STERICYCLE INC [ SRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/28/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2004		C		520,597	A	⁽¹⁾	520,597	I	By BCF⁽²⁾
Common Stock	06/24/2004		C		92,137	A	⁽¹⁾	92,137	I	By BCIP II⁽³⁾
Common Stock	06/24/2004		C		12,632	A	⁽¹⁾	12,632	I	By BCIP II-B⁽⁴⁾
Common Stock	06/24/2004		C		27,046	A	⁽¹⁾	27,046	I	By BCIP II-C⁽⁵⁾
Common Stock	06/24/2004		C		26,364	A	⁽¹⁾	26,364	I	By BCIPT II⁽⁶⁾
Common Stock	06/24/2004		C		4,207	A	⁽¹⁾	4,207	I	By BCIPT II-B⁽⁷⁾
Common Stock	06/24/2004		C		1,735	A	⁽¹⁾	1,735	I	By PEP⁽⁸⁾
Common Stock	06/24/2004		C		37,901	A	⁽¹⁾	37,901	I	By Brookside⁽⁹⁾
Common Stock	06/24/2004		C		18,952	A	⁽¹⁾	18,952	I	By SHYAP⁽¹⁰⁾
Common Stock	06/24/2004		C		18,952	A	⁽¹⁾	18,952	I	By SHYP II⁽¹¹⁾
Common Stock	06/24/2004		J⁽¹²⁾		520,597	D	$0	0	I	By BCF⁽²⁾
Common Stock	06/24/2004		J⁽¹³⁾		92,137	D	$0	0	I	By BCIP II⁽³⁾
Common Stock	06/24/2004		J⁽¹⁴⁾		12,632	D	$0	0	I	By BCIP II-B⁽⁴⁾
Common Stock	06/24/2004		J⁽¹⁵⁾		27,046	D	$0	0	I	By BCIP II-C⁽⁵⁾
Common Stock	06/24/2004		J⁽¹⁶⁾		141,980	A	$0	141,980	I	By BCP⁽¹⁷⁾
Common Stock	06/24/2004		J⁽¹⁸⁾		141,980	D	$0	0	I	By BCP⁽¹⁷⁾
Common Stock	06/24/2004		J⁽¹⁹⁾		9,325	A	$0	9,325⁽²³⁾	D
Common Stock	06/25/2004		S		25,195	D	$49.2764	1,169	I	By BCIPT II⁽⁶⁾
Common Stock	06/25/2004		S		4,020	D	$49.2764	187	I	By BCIPT II-B⁽⁷⁾
Common Stock	06/25/2004		S		1,658	D	$49.2764	77	I	By PEP⁽⁸⁾
Common Stock	06/25/2004		S		18,215	D	$49.2764	845	I	By SHYAP⁽¹⁰⁾
Common Stock	06/25/2004		S		18,112	D	$49.2764	840	I	By SHYP II⁽¹¹⁾
Common Stock	06/24/2004		J⁽²²⁾		108	A	$0	19,060	I	By SHYAP⁽¹⁰⁾
Common Stock	06/28/2004		S		1,169	D	$49.1445	0	I	By BCIPT II⁽⁶⁾
Common Stock	06/28/2004		S		187	D	$49.1445	0	I	By BCIPT II-B⁽⁷⁾
Common Stock	06/28/2004		S		77	D	$49.1445	0	I	By PEP⁽⁸⁾
Common Stock	06/28/2004		S		845	D	$49.1445	0	I	By SHYAP⁽¹⁰⁾
Common Stock	06/28/2004		S		840	D	$49.1445	0	I	By SHYP II⁽¹¹⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			4,185.24	⁽²¹⁾	⁽²¹⁾	Common Stock	520,597	$1,000	0	I	By BCF⁽²⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			740.72	⁽²¹⁾	⁽²¹⁾	Common Stock	92,137	$1,000	0	I	By BCIP II⁽³⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			101.55	⁽²¹⁾	⁽²¹⁾	Common Stock	12,632	$1,000	0	I	By BCIP II-B⁽⁴⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			217.43	⁽²¹⁾	⁽²¹⁾	Common Stock	27,046	$1,000	0	I	By BCIP II-C⁽⁵⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			211.95	⁽²¹⁾	⁽²¹⁾	Common Stock	26,364	$1,000	0	I	By BCIPT II⁽⁶⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			33.82	⁽²¹⁾	⁽²¹⁾	Common Stock	4,207	$1,000	0	I	By BCIPT II-B⁽⁷⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			13.95	⁽²¹⁾	⁽²¹⁾	Common Stock	1,735	$1,000	0	I	By PEP⁽⁸⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			304.7	⁽²¹⁾	⁽²¹⁾	Common Stock	37,901	$1,000	0	I	By Brookside⁽⁹⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			152.36	⁽²¹⁾	⁽²¹⁾	Common Stock	18,952	$1,000	0	I	By SHYAP⁽¹⁰⁾
Series A Convertible Preferred Stock	⁽²⁰⁾	06/24/2004		C			152.36	⁽²¹⁾	⁽²¹⁾	Common Stock	18,952	$1,000	0	I	By SHYP II⁽¹¹⁾

Explanation of Responses:

1. Not applicable to conversion of shares.

2. Reflects shares held by Bain Capital Fund VI, L.P. ("BCF"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCF. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Reflects shares held by BCIP Associates II ("BCIP II"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCIP II. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Reflects shares held by BCIP Associates II-B ("BCIP II-B"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCIP II-B. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Reflects shares held by BCIP Associates II-C ("BCIP II-C"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCIP II-C. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. Reflects shares held by BCIP Trust Associates II ("BCIPT II"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCIPT II. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. Reflects shares held by BCIP Trust Associates II-B ("BCIPT II-B"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCIPT II-B. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. Reflects shares held by PEP Investments Pty. Limited ("PEP"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of PEP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. Reflects shares held by Brookside Capital Partners Fund L.P. ("Brookside"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of Brookside. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

10. Reflects shares held by Sankaty High Yield Asset Partners, L.P. ("SHYAP"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of SHYAP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. Reflects shares held by Sankaty High Yield Partners II, L.P. ("SHYP II"), in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of SHYP II. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

12. Reflects pro rata distribution by BCF to its partners.

13. Reflects pro rata distribution by BCIP II to its partners.

14. Reflects pro rata distribution by BCIP II-B to its partners.

15. Reflects pro rata distribution by BCIP II-C to its partners.

16. Reflect shares acquired by Bain Capital Partners VI, L.P. ("BCP") from the distributions reported herein by BCF and BCIP II-C.

17. Reflects shares held by BCP, in which the Reporting Person has a pecuniary interest. As permitted by Item 4(b)(iv) of the General Instructions to Form 4, the Reporting Person has elected to report the entire interest of BCP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

18. Reflects pro rata distribution by BCP to its partners.

19. Reflects shares acquired by the Reporting Person from the distributions reported herein by BCIP II and BCP.

20. 1 share of Series A Convertible Preferred Stock for 124.38875 shares of Common Stock.

21. Not applicable to convertible stock.

22. Reflect shares acquired by SHYAP from the distribution reported herein by BCF.

23. This amount reflects an additional 32 shares not reflected in the original Form 4 filing as a result of a clerical error. This addition is the only difference between this amendment and the original filing.

	John Connaughton	07/01/2004
	** Signature of Reporting Person	Date
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