SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Shackelton Christopher S (Last) (First) (Middle) 767 THIRD AVENUE 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RURAL/METRO CORP /DE/ [ RURL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/30/2011		D		3,154,183	D	$17.25(1)(2)	0	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. On March 28, 2011, the Issuer, WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC), a Delaware corporation ("Parent") and WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). On June 27, 2011, the Merger Agreement was approved and adopted by the vote of the stockholders of the Issuer, including the vote of the stockholders under the voting agreement, dated March 28, 2011, by and among Parent, Coliseum Capital Partners, L.P., an investment limited partnership ("CCP") and Blackwell Partners, LLC. On June 30, 2011, pursuant to the Merger Agreement, and upon the terms and conditions thereof, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.

2. Under the terms of the Merger Agreement, each share of the Issuer's common stock outstanding at the effective time of the Merger, other than any shares owned by the Issuer as treasury stock, any shares owned by any direct or indirect wholly-owned subsidiary of the Issuer, any shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent or any shares which were held by a stockholder who properly exercised and perfected its, his or her appraisal rights under Delaware law, was cancelled and converted into the right to receive $17.25 in cash, without interest thereon and less any required withholding taxes (the "Merger Consideration"). In addition, restricted stock unit became vested and converted into the right to receive the Merger Consideration. As a result of the Merger, Parent owns all the issued and outstanding shares in the Issuer and the Issuer is a wholly-owned subsidiary of Parent.

3. Christopher Shackelton held these securities for the benefit of CCP, of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner, and Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), is investment adviser. The other securities reported hereon were held directly by (a) CCP, and (b) a separate account investment advisory client of CCM. Mr. Shackelton is an employee and manager of CCM and CC and was a director of the Issuer. Each of Mr. Shackelton, CC and CCM disclaims beneficial ownership of all of these securities except to the extent of that person's pecuniary interest therein.

	/s/ Christopher Shackelton	07/05/2011
	** Signature of Reporting Person	Date
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