| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REPUBLIC SERVICES INC [ RSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $.01 par value | 12/05/2008 | A | 128,783 | A | (1) | 128,783 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $46.81 | 12/05/2008 | A | 36,000 | 12/05/2008 | 12/29/2008 | Common Stock | 36,000 | (2) | 36,000 | D | ||||
| Employee Stock Option (right to buy) | $29.58 | 12/05/2008 | A | 78,750 | 12/05/2008 | 04/06/2009 | Common Stock | 78,750 | (3) | 78,750 | D | ||||
| Employee Stock Option (right to buy) | $22.93 | 12/05/2008 | A | 33,750 | 12/05/2008 | 12/11/2012 | Common Stock | 33,750 | (4) | 33,750 | D | ||||
| Employee Stock Option (right to buy) | $20.07 | 12/05/2008 | A | 67,500 | 12/05/2008 | 05/22/2013 | Common Stock | 67,500 | (5) | 67,500 | D | ||||
| Employee Stock Option (right to buy) | $19.42 | 12/05/2008 | A | 59,850 | 12/05/2008 | 12/30/2015 | Common Stock | 59,850 | (6) | 59,850 | D | ||||
| Employee Stock Option (right to buy) | $28.69 | 12/05/2008 | A | 74,970 | 12/05/2008 | 12/05/2016 | Common Stock | 74,970 | (7) | 74,970 | D | ||||
| Employee Stock Option (right to buy) | $25.51 | 12/05/2008 | A | 112,500 | 12/05/2008 | 12/11/2017 | Common Stock | 112,500 | (8) | 112,500 | D | ||||
| Explanation of Responses: |
| 1. Acquired in exchange for 286,185 shares of Allied Waste Industries, Inc. ("Allied") common stock in connection with the merger of Allied with and into a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, the market price of Allied common stock was $10.10 per share and the market price of the Issuer common stock was $22.60 per share. |
| 2. Acquired in the Merger in exchange for an employee stock option to acquire 80,000 shares of Allied common stock for $21.0625 per share. |
| 3. Acquired in the Merger in exchange for an employee stock option to acquire 175,000 shares of Allied common stock for $13.3125 per share. |
| 4. Acquired in the Merger in exchange for an employee stock option to acquire 75,000 shares of Allied common stock for $10.32 per share. |
| 5. Acquired in the Merger in exchange for an employee stock option to acquire 150,000 shares of Allied common stock for $9.03 per share. |
| 6. Acquired in the Merger in exchange for an employee stock option to acquire 133,000 shares of Allied common stock for $8.74 per share. |
| 7. Acquired in the Merger in exchange for an employee stock option to acquire 166,600 shares of Allied common stock for $12.91 per share. |
| 8. Acquired in the Merger in exchange for an employee stock option to acquire 250,000 shares of Allied common stock for $11.48 per share. |
| Remarks: |
| /s/ Jo Lynn White, Attorney-in-Fact | 12/09/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||