0001181431-11-040101.txt : 20110706 0001181431-11-040101.hdr.sgml : 20110706 20110706140407 ACCESSION NUMBER: 0001181431-11-040101 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110706 DATE AS OF CHANGE: 20110706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIMINO MICHAEL P CENTRAL INDEX KEY: 0001215173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 11952701 MAIL ADDRESS: STREET 1: 15885 SPRAGUE RD CITY: STRONGSVILLE STATE: OH ZIP: 44136-1799 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL/METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806063886 MAIL ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: RURAL METRO CORP /DE/ DATE OF NAME CHANGE: 19930528 4 1 rrd317187.xml FORM 4 X0303 4 2011-06-30 1 0000906326 RURAL/METRO CORP /DE/ RURL 0001215173 DIMINO MICHAEL P 9221 E. VIA DE VENTURA SCOTTSDALE AZ 85258 1 1 0 0 President and CEO Common Stock 2011-06-30 4 D 0 111486 D 0 D Restricted share unit (RSU) (right to buy) 0.00 2011-06-30 4 D 0 27383 D 2020-07-12 Common Stock 27383 0 D Stock appreciation right (SAR) (right to buy) 9.13 2011-06-30 4 D 0 36928 D 2017-07-12 Common Stock 36928 0 D This field is not applicable. 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. 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. 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. Includes 9,502 shares of common stock owned by Mr. DiMino's spouse, for which Mr. DiMino disclaims beneficial ownership. /s/ Michael P. DiMino 2011-07-05