| 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) 02/11/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/13/2009 |
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 | 02/11/2009 | P | 435,000 | A | $23.7547(1) | 48,429,569 | 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This transaction was executed in multiple trades at prices ranging from $23.47 to $24.00. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. |
| Remarks: |
| (a) Duly authorized under Special Limited Power of Attorney appointing Alan D. Heuberger attorney-in-fact, dated August 12, 2008, on behalf of Michael Larson, filed as Exhibit 24.1 to this Form 4. (b) Duly authorized under Special Limited Power of Attorney appointing Alan D. Heuberger attorney-in-fact, dated August 12, 2008, on behalf of William H. Gates III, filed as Exhibit 24.2 to this Form 4. |
| Cascade Investment, L.L.C. By: /s/ Alan D. Heuberger, Attorney-In-Fact for Michael Larson, Business Manager (a) | 02/17/2009 | |
| By: /s/ Alan D. Heuberger, Attorney-In-Fact for William H. Gates III (b) | 02/17/2009 | |
| ** 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. | ||
Exhibit 24.1
Special Limited Power Of Attorney
The undersigned, Michael Larson, does hereby constitute and appoint Alan D. Heuberger and Lorraine A. Smiley, and each of them, with full power to act without the other, as attorneys-in-fact, on behalf of the undersigned and in the undersigned’s name, place and stead, to execute, acknowledge, deliver and/or file any documents or filings and any amendments thereto made by or on behalf of the undersigned in respect of any securities held by him, directly, indirectly or beneficially, or required in connection with his position as a director, officer, manager or security holder of any entity under any laws, rules or regulations of any pertinent jurisdiction or any relevant securities market or exchange. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity, are not assuming any of the undersigned’s responsibilities to comply with such laws.
This Special Limited Power of Attorney shall remain in full force and effect with respect to each foregoing attorneys-in-fact until withdrawn by the undersigned by written notice to such attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Special Limited Power of Attorney to be executed as of this 12th day of August, 2008.
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/s/Michael Larson |
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Michael Larson |
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State of Washington |
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County of King |
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I certify that I know or have satisfactory evidence that Michael Larson is the person who appeared before me, and said person acknowledged that he signed this instrument as his free and voluntary act for the uses and purposes mentioned in the instrument.
Dated: August 12, 2008
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/s/Christine Welch |
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Christine Welch |
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Notary Public |
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My commission expires: 2/19/2009 |
Exhibit 24.2
Special Limited Power Of Attorney
The undersigned, Michael Larson, pursuant to lawfully granted authority by the principal, William H. Gates III hereby appoints Alan D. Heuberger with full power to act as attorney-in-fact, on behalf of Mr. Gates and in his name, place and stead, to execute, acknowledge, deliver and/or file any documents or filings and any amendments thereto made by or on behalf of Mr. Gates in respect of any securities held by him, directly, indirectly or beneficially, or required in connection with his position as a director or officer of any entity, with the Securities and Exchange Commission, including, without limitation: (i) Schedules 13D ,13G and 13F pursuant to Section 13 of the Securities Exchange Act of 1934 (the “Act”) and (ii) Forms 3, 4 and 5 pursuant to Section 16 of the Act. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity, is not assuming any of Mr. Gates’ responsibilities to comply with such laws.
This Special Limited Power of Attorney shall remain in full force and effect with respect to the foregoing attorney-in-fact until withdrawn by the undersigned or Mr. Gates by written notice to the foregoing attorney-in-fact.
Nothing herein is intended to destroy or alter the rights of the undersigned to also act as attorney-in-fact for Mr. Gates under any Power of Attorney separately granted to the undersigned by Mr. Gates.
IN WITNESS WHEREOF, the undersigned has caused this Special Limited Power of Attorney to be executed as of this 12th day of August, 2008.
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/s/Michael Larson |
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Michael Larson |
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State of Washington |
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County of King |
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I certify that I know or have satisfactory evidence that Michael Larson is the person who appeared before me, and said person acknowledged that he signed this instrument as his free and voluntary act for the uses and purposes mentioned in the instrument.
Dated: August 12, 2008
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/s/Christine Welch |
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Christine Welch |
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Notary Public |
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My commission expires: 2/19/2009 |