- Statement of Changes in Beneficial Ownership (4)
July 05 2011 - 9:45PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
WILSON ROBERT E
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2. Issuer Name
and
Ticker or Trading Symbol
RURAL/METRO CORP /DE/
[
RURL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
9221 E. VIA DE VENTURA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2011
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(Street)
SCOTTSDALE, AZ 85258
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/30/2011
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(1)
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D
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27740
(4)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted share unit (RSU) (right to buy)
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$0.00
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6/30/2011
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(1)
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D
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2500
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(3)
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12/16/2018
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Common Stock
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2500
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(3)
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0
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D
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Restricted share unit (RSU) (right to buy)
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$0.00
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6/30/2011
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(1)
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D
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4500
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(3)
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12/10/2019
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Common Stock
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4500
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(3)
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0
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D
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Restricted share unit (RSU) (right to buy)
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$0.00
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6/30/2011
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(1)
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D
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4766
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(3)
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12/8/2020
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Common Stock
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4766
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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This field is not applicable.
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(
2)
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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.
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(
3)
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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.
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(
4)
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Includes 10,610 shares of common stock owned by Mr. Wilson's spouse, for which Mr. Wilson disclaims beneficial ownership and 17,130 unspecified securities claimed by Mr. Wilson in his Form 4 filed on December 10, 2010 with the SEC. Mr. Wilson resigned from the Board of Directors on March 25, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WILSON ROBERT E
9221 E. VIA DE VENTURA
SCOTTSDALE, AZ 85258
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X
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Signatures
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/s/ Robert E. Wilson
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7/5/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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