UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

 

 

 

REPUBLIC SERVICES, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

760759100

(CUSIP Number)

 

Laurie A. Smiley, Esq.

Arian Colachis, Esq.

2365 Carillon Point

Kirkland, WA 98033

(425) 889-7900

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

May 23, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].

 

Note:     Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  760759100

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Cascade Investment, L.L.C.

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)     o

 

 

 

(b)     ý

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
State of Washington

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
72,696,293(1)

 

 

 

8

Shared Voting Power

-0-

 

 

 

9

Sole Dispositive Power
72,696,293(1) 

 

 

 

10

Shared Dispositive Power

-0-

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
72,696,293(1)

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
19.6%

 

14

Type of Reporting Person (See Instructions)
OO

 

 

(1) All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. 

 

2


 

CUSIP No.  760759100

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)     o

 

 

 

(b)     ý

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
72,696,293(1)

 

 

 

8

Shared Voting Power

1,350,000(2)

 

 

 

9

Sole Dispositive Power
72,696,293(1) 

 

 

 

10

Shared Dispositive Power

1,350,000(2)

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,046,293(1) (2)

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
20%

 

14

Type of Reporting Person (See Instructions)
IN

 

 

(1) All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

(2) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 

3


 

CUSIP No.  760759100

 

 

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Bill & Melinda Gates Foundation Trust

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)     o

 

 

 

(b)     ý

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
State of Washington

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
-0-

 

 

 

8

Shared Voting Power

1,350,000(1)

 

 

 

9

Sole Dispositive Power
-0-

 

 

 

10

Shared Dispositive Power

1,350,000(1)

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000(1)

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%

 

14

Type of Reporting Person (See Instructions)
OO

 

 

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust. 

 

4


 

CUSIP No.  760759100

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Melinda French Gates

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)     o

 

 

 

(b)     ý

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
-0-

 

 

 

8

Shared Voting Power

1,350,000(1)

 

 

 

9

Sole Dispositive Power
-0-

 

 

 

10

Shared Dispositive Power

1,350,000(1)

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000(1)

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%

 

14

Type of Reporting Person (See Instructions)
IN

 

 

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 

5


 

EXPLANATORY STATEMENT

 

 

This Amendment No. 15 to Schedule 13D (“Amendment”) amends and supplements the Schedule 13D previously filed by Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (together with Cascade and the Trust, the “Reporting Persons”) with the Securities and Exchange Commission on July 21, 2008, as amended on August 1, 2008, August 18, 2008, September 22, 2008, December 16, 2008, January 15, 2009, January 29, 2009, February 9, 2009, February 23, 2009, March 3, 2009, October 30, 2009, November 5, 2010, August 18, 2011, December 9, 2011 and May 4, 2012 relating to the Common Stock, par value $0.01 per share (the “Common Stock”) of Republic Services, Inc. (the “Issuer”).  Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and the Reporting Persons expressly disclaim membership in a group.

 

Item 2.    Identity and Background

 

(b)          The address and principal place of business and principal office of the Trust is 500 Fifth Avenue North, Seattle, WA  98119.

 

Item 3.                                     Source and Amount of Funds or Other Consideration

 

Cascade purchased 3,839,810 shares of Common Stock with its working capital for an aggregate purchase price of $100,200,111.92.

 

Item 5.                                     Interest in Securities of the Issuer

 

(a)     See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons.

 

(b)     See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)     During the period May 15, 2012 through May 24, 2012, Cascade engaged in open-market transactions as set forth in Exhibit 99.1 to this filing and incorporated herein by reference.

 

(d)      None.

 

(e)     Not applicable.

 

Item 7.

 

Exhibit 99.1     Transactions by Cascade

 

6


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:  May 25, 2012

CASCADE INVESTMENT, L.L.C.(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(2)

 

 

Title:

Attorney-in-fact for Michael Larson,
 Business Manager

 

 

 

 

 

BILL & MELINDA GATES FOUNDATION TRUST(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger (3)

 

 

Title:

Attorney-in-fact for each of the Co-
Trustees, William H. Gates III and
Melinda French Gates

 

 

 

 

 

WILLIAM H. GATES III(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(3)(4)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

MELINDA FRENCH GATES(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(3)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

*By:

/s/Alan Heuberger

 

 

 

Alan Heuberger

 

(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated July 21, 2008 and included with the signature page to the Reporting Persons’ Schedule 13D filed on July 21, 2008, SEC File No. 005-54333, and incorporated by reference herein.

 

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.

 

(3) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431, and incorporated by reference herein.

 

(4) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.

 

7