SEC FORM 4

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^*

Berlinski Donna

(Last)

(First)

(Middle)

9221 E. VIA DE VENTURA

(Street)

SCOTTSDALE

85258

(City)

(State)

(Zip)

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)
	VP, PAO and Controller

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	09/15/2010⁽¹⁾⁽²⁾		A		10,000	A	$0	12,486	D
Common Stock	09/15/2010		F		1,182	D	$8.31	11,304⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$8.31	09/15/2010		A		8,358		⁽⁴⁾	09/15/2017	Common Stock	8,358	$0	8,358	D

Explanation of Responses:

1. On August 10, 2009, the Reporting Person was granted 10,000 Restricted Stock Units ("RSUs"). The RSUs vest in three annual installments beginning on August 10, 2010, subject to (a) the Reporting Person's continued service with the Issuer, and (b) the Issuer's achievement of certain performance goals (the "Performance Goals").

2. On September 15, 2010, the Issuer's Board of Directors determined that the Issuer had achieved the Performance Goals. Accordingly, the RSUs were deemed "earned" as of September 15, 2010, and all conditions relating to the first 3,333 shares of Common Stock were deemed to be satisfied. Of the 3,333 shares of Common Stock, the Company withheld 1,182 shares to satisfy the Reporting Person's withholding tax liability, and issued 2,151 shares of Common Stock to the Reporting Person.

3. Represents 3,627 shares of outstanding Common Stock held by the Reporting Person and 7,677 shares underlying RSUs that remain subject to time-based vesting.

4. Stock Appreciation Right ("SAR") grant pursuant to Rural/Metro Corporation 2008 Incentive Stock Plan, exercisable in three annual installments beginning September 15, 2011. Upon exercise, SAR will settle in stock.

	/s/ Donna Berlinski	09/17/2010
	** 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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