REPUBLIC SERVICES, INC. — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC SERVICES, INC. (RSG)
CIK: 0001060391
Period of Report: 2017-01-03

Reporting Person: Dunwoody Ann E. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Restricted Stock Units	$	A	3869	Acquired		Common Stock (3869)	Direct

Footnotes

F1: Based on 1 on 1 conversion.

F2: On 01/03/2017 ("Date of Grant"), each non-Management Director received an annual award of 3,869 Restricted Stock Units ("RSUs") pursuant to the Republic Services, Inc.'s ("Company") 2007 Stock Incentive Plan, as amended. The grant was 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 ($56.87). The RSUs under this 01/03/2017 grant 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 year anniversary of the date of the award occurs (for this grant being 01/31/2020), 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. The Director elected to defer this grant pursuant to the Company's Deferred Compensation Plan.