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 ^*

HANDLEY THOMAS W

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

370 WABASHA STREET NORTH, C/O ECOLAB, INC.

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2016

(Street)

ST. PAUL, MN 55102

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)
			Code	V	Amount	(A) or (D)	Price

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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

⁽¹⁾

07/26/2016

1,833

⁽²⁾

Common Stock

1,833

$ 0

1,833

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HANDLEY THOMAS W 370 WABASHA STREET NORTH C/O ECOLAB, INC. ST. PAUL, MN 55102	X

Signatures

/s/ Eileen B. Schuler Attorney-in-Fact		07/28/2016
^**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)	Mr. Handley was elected to the Board of Republic Services, Inc. ("Company") on 07.26.2016. The Company annually grants, as of the first business day in January, each non-employee director a grant of restricted stock units ("RSUs") pursuant to the Company's 2007 Stock Incentive Plan, as amended. The grant is 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. The RSUs 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 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.
(2)	This annual grant of RSUs to a newly appointed director is prorated to the number of days remaining in the calendar year. After any quarter in which dividends are distributed to shareholders, the director receives additional RSU equivalents. Mr. Handley was granted 1,833 RSUs as of 07.26.2016 ("Date of Grant"), based on the closing stock price of $52.31 as of the Date of Grant. The RSUs are scheduled to convert to common stock as of 07.31.2019.

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