Republic Services (RSG) Form 4 REPUBLIC SERVICES / BRIAN A GOEBEL ownership change

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

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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^*

GOEBEL BRIAN A

(Last) (First) (Middle)

18500 N. ALLIED WAY

(Street)

PHOENIX AZ 85054

(City) (State) (Zip)

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)
CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2023

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	02/17/2023		A		504(1)	A	$131.96	6,690	D
Common Stock	02/17/2023		F		153(2)	D	$131.96	6,537	D

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
Restricted Stock Units	(3)	02/17/2023		A		379		(3)	(3)	Common Stock	379	$131.96	379	D
PSU Shares Deferred to DCP	(4)	02/17/2023		A		168		(1)	(1)	Common Stock	168	$131.96	168	D

Explanation of Responses:

1. 672 performance shares ("PSUs") were earned as of 02/17/2023 pursuant to the Republic Services, Inc. 2021 Stock Incentive Plan based on Republic's closing stock price on 02/17/2023 ($131.96). The Reporting Person elected to defer 25% of the grant (168 PSUs) pursuant to the Republic Services, Inc. Deferred Compensation Plan ("DCP").

2. Represents shares of common stock to satisfy the tax liability of the Reporting Person upon the settlement of performance shares on 02/17/2023. The fair market value of the exchanged shares was $131.96 (the closing price of Republic Services, Inc.'s common stock on 02/17/2023).

3. Restricted Stock Units ("RSUs") awarded pursuant to Republic Services, Inc. 2021 Stock Incentive Plan. The award will vest 25% on each of the first four anniversaries of the date of grant (which date of grant is 02/17/2023) and each RSU ultimately will be paid out in the form of one share of Republic's common stock. The number of RSUs was calculated based on Republic's closing stock price on 02/17/2023 ($131.96). This grant is subject to the Republic Services, Inc.'s Deferred Compensation Plan as elected by the Reporting Person.

4. Based on 1 on 1 conversion.

Remarks:

	/s/ Lauren McKeon Attorney-in-Fact	02/22/2023
	** 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).
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