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^*

WALKER HENRY G

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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	06/30/2011	⁽¹⁾	D		52,500	D	⁽²⁾	0	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)
Restricted share unit (RSU) (right to buy)	$0.00	06/30/2011	⁽¹⁾	D			2,500	⁽³⁾	12/16/2018	Common Stock	2,500	⁽³⁾	0	D
Restricted share unit (RSU) (right to buy)	$0.00	06/30/2011	⁽¹⁾	D			4,500	⁽³⁾	12/10/2019	Common Stock	4,500	⁽³⁾	0	D
Restricted share unit (RSU) (right to buy)	$0.00	06/30/2011	⁽¹⁾	D			4,766	⁽³⁾	12/08/2020	Common Stock	4,766	⁽³⁾	0	D
Non-qualified stock option (right to buy)	$0.44	06/30/2011	⁽¹⁾	D			2,500	⁽⁴⁾	12/18/2011	Common Stock	2,500	⁽⁴⁾	0	D
Non-qualified stock option (right to buy)	$2.24	06/30/2011	⁽¹⁾	D			5,000	⁽⁴⁾	10/07/2012	Common Stock	5,000	⁽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 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.

	/s/ Michael P. DiMino, as Attorney-in-fact for Henry G. Walker under Power of Attorney	07/05/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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