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
RURAL/METRO CORP /DE/ [ RURL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 06/30/2011 | (1) | D | 8,970 | D | (2) | 0 | D |
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 | ||||||||
Restricted share unit (RSU) (right to buy) | $0.00 | 06/30/2011 | (1) | D | 1,000 | (3) | 08/11/2018 | Common Stock | 1,000 | (3) | 0 | D | |||
Restricted share unit (RSU) (right to buy) | $0.00 | 06/30/2011 | (1) | D | 6,667 | (3) | 08/10/2019 | Common Stock | 6,667 | (3) | 0 | D | |||
Restricted share unit (RSU) (right to buy) | $0.00 | 06/30/2011 | (1) | D | 6,268 | (3) | 09/15/2020 | Common Stock | 6,268 | (3) | 0 | D | |||
Stock appreciation right (SAR) (right to buy) | $1.99 | 06/30/2011 | (1) | D | 3,000 | (4) | 08/11/2015 | Common Stock | 1,000 | (4) | 0 | D | |||
Stock appreciation right (SAR) (right to buy) | $3.93 | 06/30/2011 | (1) | D | 10,000 | (4) | 08/10/2016 | Common Stock | 6,667 | (4) | 0 | D | |||
Stock appreciation right (SAR) (right to buy) | $8.31 | 06/30/2011 | (1) | D | 8,358 | (4) | 09/15/2017 | Common Stock | 8,358 | (4) | 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. |
/s/ Donna Berlinski | 07/05/2011 | |
** 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. | ||
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. |