FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BEIAN PONCZAK KRISTINE A 		2. Issuer Name and Ticker or Trading Symbol

RURAL/METRO CORP /DE/ [ RURL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP, CFO & Secretary
(Last)          (First)          (Middle)

9221 E. VIA DE VENTURA 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2011
(Street)

SCOTTSDALE, AZ 85258
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/30/2011     (1) D    82906   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 share unit (RSU) (right to buy)   $0.00   6/30/2011     (1) D         6667      (3) 8/11/2018   Common Stock   6667     (3) 0   D    
Restricted share unit (RSU) (right to buy)   $0.00   6/30/2011     (1) D         13334      (3) 8/10/2019   Common Stock   13334     (3) 0   D    
Restricted share unit (RSU) (right to buy)   $0.00   6/30/2011     (1) D         16748      (3) 9/15/2020   Common Stock   16748     (3) 0   D    
Stock appreciation right (SAR) (right to buy)   $1.99   6/30/2011     (1) D         20000      (4) 8/11/2015   Common Stock   20000     (4) 0   D    
Stock appreciation right (SAR) (right to buy)   $3.93   6/30/2011     (1) D         20000      (4) 8/10/2016   Common Stock   20000     (4) 0   D    
Stock appreciation right (SAR) (right to buy)   $8.31   6/30/2011     (1) D         22331      (4) 9/15/2017   Common Stock   22331     (4) 0   D    
Non-qualified stock option (right to buy)   $0.39   6/30/2011     (1) D         15000      (5) 12/17/2011   Common Stock   15000     (5) 0   D    
Non-qualified stock option (right to buy)   $2.00   6/30/2011     (1) D         20000      (5) 10/24/2012   Common Stock   20000     (5) 0   D    

Explanation of Responses:
( 1)  This field is not applicable.
( 2)  Disposed of pursuant to the Agreement and Plan of Merger dated as of March 28, 2011, by and among the issuer, WP Rocket Holdings, Inc. (f/k/a WP Rocket Holdings LLC), and WP Rocket Merger Sub, Inc. in exchange for the right to receive the merger consideration of $17.25 per share in cash.
( 3)  Pursuant to the Agreement and Plan of Merger, each restricted share unit (RSU) became vested in full at the effective time of the merger (to the extent not previously vested) and was cancelled in exchange for the right to receive a cash payment equal to (x) $17.25 multiplied by (y) the number of shares of the issuer's common stock subject to such RSU.
( 4)  Pursuant to the Agreement and Plan of Merger, each stock appreciation right (SAR) became vested in full at the effective time of the merger (to the extent not previously vested) and was cancelled in exchange for the right to receive a cash payment equal to (I) the excess, if any, of (A) $17.25 over (B) the exercise price per share under the SAR multiplied by (II) the number of shares of the issuer's common stock subject to such SAR.
( 5)  Pursuant to the Agreement and Plan of Merger, each stock option became vested in full at the effective time of the merger (to the extent not previously vested) and was cancelled in exchange for the right to receive a cash payment equal to (I) the excess, if any, of (A) $17.25 over (B) the exercise price per share under the option multiplied by (II) the number of shares of the issuer's common stock subject to such stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BEIAN PONCZAK KRISTINE A
9221 E. VIA DE VENTURA
SCOTTSDALE, AZ 85258

Sr. VP, CFO & Secretary

Signatures
/s/ Kristine Beian Ponczak 7/5/2011
** 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.
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