REPUBLIC SERVICES, INC. — Director's Dealing 2012

Jun 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC SERVICES, INC. (RSG)
CIK: 0001060391
Period of Report: 2012-06-22

Reporting Person: HOLMES TOD C (Executive VP/CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-22	Common Stock	A	22805	$25.58	Acquired	33444	Direct

Footnotes

F1: Mr. Holmes previously submitted notice of his intent to retire as the Company's Executive Vice President and Chief Financial Officer effective 05/01/2013. On 6/22/2012, Mr. Holmes and the Company entered into a Retirement Agreement that included Mr. Holmes promptly receiving an Accelerated Restricted Stock Award in lieu of a discretionary annual equity grant in 2013. The Accelerated Restricted Stock Award's grant-date value was $583,333, being 4/12 of the grant-date value of the discretionary annual equity grant Mr. Holmes received in 2012. The Accelerated Restricted Stock Award vests ratably over four years, or fully upon death, disability or retirement (including retirement before 5/1/2013 at the Board's request). The closing price of the Company's stock on 6/22/2012 was $25.58, and 22,805 restricted shares were granted. If Mr. Holmes' employment terminates for any reason before 2/8/2013 other than by retirement at the request of the Board, he will forfeit the stock award.