Edgar Filing: REPUBLIC SERVICES, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hughes Jeffrey A

2. Issuer Name and Ticker or Trading Symbol
REPUBLIC SERVICES, INC. [RSG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP- Human Resources

(Last)

(First)

(Middle)

18500 NORTH ALLIED WAY

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2014

(Street)

PHOENIX, AZ 85054

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2014		M		1,986 ⁽¹⁾	A	$ 0	1,986	D
Common Stock	02/08/2014		F		615 ⁽²⁾	D	$ 33.4	1,371	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽³⁾

02/07/2014

8,803

⁽³⁾

Common Stock

8,803

$ 33.4

8,803

Non-Qualified Stock Option

⁽⁴⁾

02/07/2014

44,015

⁽⁴⁾

Common Stock

44,015

$ 33.4

44,015

Restricted Stock Units

⁽⁵⁾

02/08/2014

1,986

⁽¹⁾

Common Stock

1,986

$ 0

5,960

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hughes Jeffrey A 18500 NORTH ALLIED WAY PHOENIX, AZ 85054			EVP- Human Resources

Signatures

/s/ Eileen B. Schuler Attorney-in-Fact		02/11/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Restricted Stock Units ("RSUs") granted on 02/08/2013 vest 25% on each of the first four anniversaries of the date of grant. 1,986 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.
(2)	Represents shares of common stock to satisfy the tax liability of the Reporting Person upon the vesting of 1,986 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).
(3)	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).
(4)	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).
(5)	Each Restricted Stock Unit represents the contingent right to one share of common stock of Republic Services, Inc.

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