REPUBLIC SERVICES, INC. — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC SERVICES, INC. (RSG)
CIK: 0001060391
Period of Report: 2012-01-03

Reporting Person: Flynn William J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Restricted Stock Units	$	A	7500	Acquired		Common Stock (7500)	Direct

Footnotes

F1: Annual award of 7,500 Restricted Stock Units ("RSUs") granted to non-management directors pursuant to the Republic Services, Inc.'s ("Company") 2007 Stock Incentive Plan, as amended. The RSUs under this 01/03/2012 grant are immediately vested; however, the Director cannot convert any of the RSUs to Company common stock (based on 1 on 1 conversion) until the earlier of the last day of the month in which the three year anniversary of the date of the award occurs (for this grant being 01/31/2015) or the date on which the Director incurs a separation from service within the meaning of Section 409A of the Internal Revenue Code. This RSU award is directly held by the Director.

The Director, as transferred to a Trust, further holds an additional 48,262 RSUs, that include dividend equivalents, as reported in previous Form 4 filings and such RSUs cannot be converted to Company common stock until his service as a member of the Board of Directors is terminated.