REPUBLIC SERVICES, INC. — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC SERVICES, INC. (RSG)
CIK: 0001060391
Period of Report: 2014-02-07

Reporting Person: Rissman Michael P (EVP/General Counsel/Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-08	Common Stock	M	3972	$0.00	Acquired	24691	Direct
2014-02-08	Common Stock	F	1253	$33.40	Disposed	23438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-07	Restricted Stock Units	$	A	14671	Acquired		Common Stock (14671)	Direct
2014-02-07	Non-Qualified Stock Options	$	A	44015	Acquired		Common Stock (44015)	Direct
2014-02-08	Restricted Stock Units	$	M	3972	Disposed		Common Stock (3972)	Direct

Footnotes

F1: The Restricted Stock Units ("RSUs") granted on 02/08/2013 vest 25% on each of the first four anniversaries of the date of grant. 3,972 RSUs, that included accrued dividend equivalents, vested on 02/08/2014 and were paid out in the form of Republic Services, Inc.'s common stock.

F2: Represents shares of common stock to satisfy the tax liability of the Reporting Person upon the vesting of 3,972 shares on Saturday, 02/08/2014, under a Restricted Stock Unit award. The fair market value of the exchanged shares was $33.40 (the closing price of Republic Services, Inc.'s common stock on Friday, 02/07/2014).

F3: Restricted Stock Units ("RSUs") awarded pursuant to Republic Services, Inc.'s 2007 Stock Incentive Plan, as amended. The award will vest 25% on each of the first four anniversaries of the date of grant (which date of grant is 02/07/2014) and each RSU ultimately will be paid out in the form of one share of Republic Services, Inc.'s common stock. The number of RSUs was calculated based on the closing stock price of Republic Services, Inc.'s common stock on 02/07/2014 ($33.40).

F4: Non-Qualified Stock Options awarded pursuant to Republic Services, Inc.'s 2007 Stock Incentive Plan, as amended. The award will vest 25% on each of the first four anniversaries of the date of grant (which date of grant is 02/07/2014).

F5: Each Restricted Stock Unit represents the contingent right to one share of common stock of Republic Services, Inc.