REPUBLIC SERVICES, INC. — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC SERVICES, INC. (RSG)
CIK: 0001060391
Period of Report: 2011-01-01

Reporting Person: OCONNOR JAMES E (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-01	Common Stock	F	16189	$29.86	Disposed	162076	Direct

Footnotes

F1: Represents shares of Republic Services, Inc.'s (the "Company") common stock withheld by the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock associated with Mr. O'Connor's retirement effective 01/01/2011 ("Retirement Date"). Under the provisions of his retirement agreement, all outstanding equity fully vests on the Retirement Date that included previously reported restricted stock units that vested on the Retirement Date but will not be exchanged to shares of the Company's common stock until six months from the Retirement Date subject to Section 409A of the Internal Revenue Code.

As of the Retirement Date, Mr. O'Connor resigned as the Company's Chief Executive Officer; however, he will remain Chairman of the Board/Director until his completion of his term on 05/12/2011.