Rural/metro (RURL) SC 13D/A RURAL/METRO / ACCIPITER CAPITAL MANAGEMENT ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 12)1

Rural/Metro Corporation

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

781748108

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 4, 2010

(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 x.

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.

_______________

1              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. 781748108

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 461,351
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 461,351
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 461,351
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.85%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 781748108

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 631,081
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 631,081
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.54%
14	TYPE OF REPORTING PERSON CO

3

CUSIP NO. 781748108

1	NAME OF REPORTING PERSON CANDENS CAPITAL, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 461,351
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 461,351
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 461,351
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.85%
14	TYPE OF REPORTING PERSON OO

4

CUSIP NO. 781748108

1	NAME OF REPORTING PERSON ACCIPITER CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 631,081
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 631,081
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.54%
14	TYPE OF REPORTING PERSON OO

5

CUSIP NO. 781748108

1	NAME OF REPORTING PERSON GABE HOFFMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,092,432
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,092,432
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,092,432
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.39%
14	TYPE OF REPORTING PERSON IN

6

CUSIP NO. 781748108

The following constitutes Amendment No. 12 (“Amendment No. 12”) to the Schedule 13D filed by the undersigned.  This Amendment No. 12 amends the Schedule 13D as specifically set forth.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 461,351 Shares owned by ALS Fund is $1,231,144, including brokerage commissions.  The Shares owned by ALS Fund were acquired with partnership funds.

The aggregate purchase price of the 631,081 Shares owned by ALS Fund Offshore is $2,024,964, including brokerage commissions.  The Shares owned by ALS Fund Offshore were acquired using its working capital.

Item 5(a) is hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 24,889,105 Shares outstanding, which is the total number of Shares outstanding as of November 3, 2009 as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2009.

As of the close of business on January 5, 2010, ALS Fund beneficially owned 461,351 Shares, constituting approximately 1.85% of the Shares outstanding.  As the general partner of ALS Fund, Candens Capital may be deemed to beneficially own the 461,351 Shares owned by ALS Fund, constituting approximately 1.85% of the Shares outstanding.

As of the close of business on January 5, 2010, ALS Fund Offshore beneficially owned 631,081 Shares, constituting approximately 2.54% of the Shares outstanding.  As the investment manager of ALS Fund Offshore, Accipiter Management may be deemed to beneficially own the 631,081 Shares owned by ALS Fund Offshore, constituting approximately 2.54% of the Shares outstanding.

As the managing member of each of Accipiter Management and Candens Capital, Mr. Hoffman may be deemed to beneficially own 1,092,432 Shares collectively owned by the Accipiter Entities, constituting approximately 4.39% of the Shares outstanding.  Mr. Hoffman has sole voting and dispositive power with respect to the 1,092,432 Shares owned by the Accipiter Entities by virtue of his authority to vote and dispose of such Shares.

Item 5(c) is hereby amended to add the following:

Schedule A annexed hereto lists all transactions by the Reporting Persons since the filing of Amendment No. 11 to the Schedule 13D.  All of such transactions were effected in the open market unless otherwise noted.

Item 5(e) is hereby amended and restated to read as follows:

As of January 4, 2010, the Reporting Persons ceased to be the beneficial owners of more than 5% of the shares of Common Stock of the Issuer.

7

CUSIP NO. 781748108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 6, 2010	ACCIPITER LIFE SCIENCES FUND, LP
	By:	Candens Capital, LLC its general partner
	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
By:	Accipiter Capital Management, LLC its investment manager
By:	/s/ Gabe Hoffman
	Gabe Hoffman, Managing Member

ACCIPITER CAPITAL MANAGEMENT, LLC
By:	/s/ Gabe Hoffman
	Gabe Hoffman, Managing Member

CANDENS CAPITAL, LLC
By:	/s/ Gabe Hoffman
	Gabe Hoffman, Managing Member

/s/ Gabe Hoffman

GABE HOFFMAN

8

CUSIP NO. 781748108

SCHEDULE A

TRANSACTIONS IN SHARES OF THE ISSUER SINCE THE FILING OF AMENDMENT NO. 11 TO THE SCHEDULE 13D

All transactions were effected in the open market unless otherwise noted.

Class of Security Quantity Purchased/(Sold) Price Per Unit ($) Date of Purchase/Sale

Accipiter Life Sciences Fund, LP

Common Stock	(9,173)	5.7805	12/23/2009
Common Stock	(1,249)	5.8310	12/24/2009
Common Stock	(806)	5.9007	12/28/2009
Common Stock	(3,217)	5.9440	12/31/2009
Common Stock	(66,558)	5.8698	12/31/2009
Common Stock	(26,544)	6.2484	01/04/2010
Common Stock	(31,251)	6.4635	01/05/2010

Accipiter Life Sciences Fund (Offshore), Ltd.

Common Stock	(12,422)	5.7807	12/23/2009
Common Stock	(1,851)	5.8314	12/24/2009
Common Stock	(1,194)	5.9070	12/28/2009
Common Stock	(4,783)	5.9441	12/31/2009
Common Stock	(98,942)	5.8698	12/31/2009
Common Stock	(97,896)	6.2482	01/04/2010
Common Stock	(42,749)	6.4635	01/05/2010

Accipiter Capital Management, LLC

None

Candens Capital, LLC

None

Gabe Hoffman

None

9