REPUBLIC SERVICES, INC. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC SERVICES, INC. (RSG)
CIK: 0001060391
Period of Report: 2016-12-08

Reporting Person: Volpe Sandra M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-08	Restricted Stock Units	$	A	257	Acquired		Common Stock (257)	Direct

Footnotes

F1: Ms. Volpe was elected to the Board of Republic Services, Inc. ("Company") on 12/08/2016. The Company annually grants, as of the first business day in January, each non-employee director a grant of restricted stock units ("RSUs") pursuant to the Company's 2007 Stock Incentive Plan, as amended. The grant is based on a value on the date of grant of $220,000, with the number of RSUs calculated based on the closing stock price of the Company's common stock on the date of grant. The RSUs immediately vest; 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 anniversary of the date of the award occurs unless deferred by the director or the date on which the director incurs a separation from service within the meaning of Section 409A of the Internal Revenue Code.

F2: This annual grant of RSUs to a newly appointed director is prorated to the number of days remaining in the calendar year. After any quarter in which dividends are distributed to shareholders, the director receives additional RSU equivalents. Ms. Volpe was granted 257 RSUs as of 12/08/2016 ("Date of Grant"), based on the closing stock price of $56.44 as of the Date of Grant. The RSUs are scheduled to convert to common stock as of 12/31/2019.