SEC FORM 4

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)
01/14/2004

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

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	01/14/2004		C		440,629	A	⁽¹⁾	0⁽²⁾	I	By BCF⁽³⁾
Common Stock	01/14/2004		C		77,985	A	⁽¹⁾	0⁽⁴⁾	I	By BCIPII⁽⁵⁾
Common Stock	01/14/2004		C		10,691	A	⁽¹⁾	0⁽⁶⁾	I	By BCIPIIB⁽⁷⁾
Common Stock	01/14/2004		C		22,892	A	⁽¹⁾	0⁽⁸⁾	I	By BCIPIIC⁽⁹⁾
Common Stock	01/14/2004		C		22,314	A	⁽¹⁾	0⁽¹⁰⁾	I	By BCIPTII⁽¹¹⁾
Common Stock	01/14/2004		C		3,561	A	⁽¹⁾	0⁽¹²⁾	I	By BCIPTIIB⁽¹³⁾
Common Stock	01/14/2004		C		1,469	A	⁽¹⁾	0⁽¹⁴⁾	I	By PEP⁽¹⁵⁾
Common Stock	01/14/2004		C		32,080	A	⁽¹⁾	0⁽¹⁶⁾	I	By BCPF⁽¹⁷⁾
Common Stock	01/14/2004		C		16,040	A	⁽¹⁾	0⁽¹⁸⁾	I	By SHYAP⁽¹⁹⁾
Common Stock	01/14/2004		C		16,040	A	⁽¹⁾	0⁽²⁰⁾	I	By SHYPII⁽²¹⁾
Common Stock	01/14/2004		S		440,629	D	$45.1	0⁽²⁾	I	By BCF⁽³⁾
Common Stock	01/14/2004		S		77,985	D	$45.1	0⁽⁴⁾	I	By BCIPII⁽⁵⁾
Common Stock	01/14/2004		S		10,691	D	$45.1	0⁽⁶⁾	I	By BCIPIIB⁽⁷⁾
Common Stock	01/14/2004		S		22,892	D	$45.1	0⁽⁸⁾	I	By BCIPIIC⁽⁹⁾
Common Stock	01/14/2004		S		22,314	D	$45.1	0⁽¹⁰⁾	I	By BCIPTII⁽¹¹⁾
Common Stock	01/14/2004		S		3,561	D	$45.1	0⁽¹²⁾	I	By BCIPTIIB⁽¹³⁾
Common Stock	01/14/2004		S		1,469	D	$45.1	0⁽¹⁴⁾	I	By PEP⁽¹⁵⁾
Common Stock	01/14/2004		S		32,080	D	$45.1	0⁽¹⁶⁾	I	By BCPF⁽¹⁷⁾
Common Stock	01/14/2004		S		16,040	D	$45.1	0⁽¹⁸⁾	I	By SHYAP⁽¹⁹⁾
Common Stock	01/14/2004		S		16,040	D	$45.1	0⁽²⁰⁾	I	By SHYPII⁽²¹⁾

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	⁽²²⁾	01/14/2004		C			3,542.36	⁽²³⁾	⁽²³⁾	Common Stock	440,629	$1,000	4,185.24⁽²⁾	I	By BCF⁽³⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			626.95	⁽²³⁾	⁽²³⁾	Common Stock	77,985	$1,000	740.72⁽⁴⁾	I	By BCIPII⁽⁵⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			85.95	⁽²³⁾	⁽²³⁾	Common Stock	10,691	$1,000	101.55⁽⁶⁾	I	By BCIPIIB⁽⁷⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			184.04	⁽²³⁾	⁽²³⁾	Common Stock	22,892	$1,000	217.43⁽⁸⁾	I	By BCIPIIC⁽⁹⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			179.39	⁽²³⁾	⁽²³⁾	Common Stock	22,314	$1,000	211.95⁽¹⁰⁾	I	By BCIPTII⁽¹¹⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			28.63	⁽²³⁾	⁽²³⁾	Common Stock	3,561	$1,000	33.82⁽¹²⁾	I	By BCIPTIIB⁽¹³⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			11.81	⁽²³⁾	⁽²³⁾	Common Stock	1,469	$1,000	13.95⁽¹⁴⁾	I	By PEP⁽¹⁵⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			257.9	⁽²³⁾	⁽²³⁾	Common Stock	32,080	$1,000	304.7⁽¹⁶⁾	I	By BCPF⁽¹⁷⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			128.95	⁽²³⁾	⁽²³⁾	Common Stock	16,040	$1,000	152.36⁽¹⁸⁾	I	By SHYAP⁽¹⁹⁾
Series A Convertible Preferred Stock	⁽²²⁾	01/14/2004		C			128.95	⁽²³⁾	⁽²³⁾	Common Stock	16,040	$1,000	152.36⁽²⁰⁾	I	By SHYPII⁽²¹⁾

Explanation of Responses:

1. Not applicable to conversion of shares.

2. Reflects shares held by Bain Capital Fund VI, L.P. ("BCF"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Reflects shares held by 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.

4. Reflects shares held by BCIP Associates II ("BCIPII"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Reflects shares held by BCIPII, 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 BCIPII.

6. Reflects shares held by BCIP Associates II-B ("BCIPIIB"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. Reflects shares held by BCIPIIB, 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 BCIPIIB.

8. Reflects shares held by BCIP Associates II-C ("BCIPIIC"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. Reflects shares held by BCIPIIC, 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 BCIPIIC.

10. Reflects shares held by BCIP Trust Associates II ("BCIPTII"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. Reflects shares held by BCIPTII, 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 BCIPTII.

12. Reflects shares held by BCIP Trust Associates II-B ("BCIPTIIB"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

13. Reflects shares held by BCIPTIIB, 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 BCIPTIIB.

14. Reflects shares held by PEP Investments Pty Ltd. ("PEP"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

15. Reflects shares held by 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.

16. Reflects shares held by Brookside Capital Partners Fund, L.P. ("BCPF"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

17. Reflects shares held by BCPF, 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 BCPF.

18. Reflects shares held by Sankaty High Yield Asset Partners, L.P. ("SHYAP"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

19. Reflects shares held by 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.

20. Reflects shares held by Sankaty High Yield Partners II, L.P. ("SHYPII"). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

21. Reflects shares held by SHYPII, 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 SHYPII.

22. 1 share of Series A Convertible Preferred Stock for 124.38875 shares of Common Stock.

23. Not applicable to convertible stock.

	John Connaughton	01/16/2004
	** Signature of Reporting Person	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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