0001104659-22-108946.txt : 20221014 0001104659-22-108946.hdr.sgml : 20221014 20221014190353 ACCESSION NUMBER: 0001104659-22-108946 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221012 FILED AS OF DATE: 20221014 DATE AS OF CHANGE: 20221014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dart David M CENTRAL INDEX KEY: 0001757287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36507 FILM NUMBER: 221312348 MAIL ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TERMINIX GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001428875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 208738510 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103-3720 BUSINESS PHONE: 901-597-1400 MAIL ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103-3720 FORMER COMPANY: FORMER CONFORMED NAME: SERVICEMASTER GLOBAL HOLDINGS INC DATE OF NAME CHANGE: 20080305 4 1 tm2228261-9_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-10-12 1 0001428875 TERMINIX GLOBAL HOLDINGS INC TMX 0001757287 Dart David M 150 PEABODY PLACE MEMPHIS TN 38103-3720 0 1 0 0 SVP, Human Resources Common Stock 2022-10-12 4 D 0 8053 D 0 D Employee Stock Options 40.04 2022-10-12 4 D 0 10706 0.00 D 2027-02-18 Common Stock 10706 0 D Employee Stock Options 36.35 2022-10-12 4 D 0 8404 1.94 D 2028-03-04 Common Stock 8404 0 D Employee Stock Options 36.35 2022-10-12 4 D 0 4202 D 2028-03-04 Common Stock 4202 0 D Employee Stock Options 45.96 2022-10-12 4 D 0 2994 0.00 D 2029-03-03 Common Stock 2994 0 D Employee Stock Options 45.96 2022-10-12 4 D 0 5986 D 2029-03-03 Common Stock 5986 0 D Restricted Stock Units 2022-10-12 4 D 0 8008 D Common Stock 8008 0 D Performance-based Restricted Stock Units 2022-10-12 4 A 0 9801 0.00 A 2022-10-12 2022-10-12 Common Stock 9801 9801 D Performance-based Restricted Stock Units 2022-10-12 4 A 0 5168 0.00 A 2022-10-12 2022-10-12 Common Stock 5168 14969 D Performance-based Restricted Stock Units 2022-10-12 4 A 0 3621 0.00 A 2022-10-12 2022-10-12 Common Stock 3621 18590 D Performance-based Restricted Stock Units 2022-10-12 4 D 0 18590 D 2022-10-12 2022-10-12 Common Stock 18590 0 D Represents shares of Terminix Global Holdings, Inc. ("Terminix") common stock disposed of in connection with the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 14, 2022 (the "Merger Agreement"), by and among Terminix, Rentokil Initial plc ("Rentokil Initial") and certain of Rentokil Initial's subsidiaries. In accordance with the Merger Agreement, at the First Effective Time (as defined in the Merger Agreement), each share of Terminix common stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive at the prior election of the holder, either: (x) 1.4899 American depositary shares of Rentokil Initial ("Rentokil Initial ADSs"); or (y) $34.57 in cash and 0.1447 Rentokil Initial ADSs. Each outstanding Terminix option then vested was converted into the right to receive an amount in cash of $38.29, less the applicable exercise price. Where the exercise price exceeded the cash consideration, the Terminix options were cancelled for no consideration. Each outstanding Terminix option not vested was assumed by Rentokil Initial and converted into Rentokil Initial options pursuant to the terms of the Merger Agreement. Each outstanding Terminix equity award that was not then vested was assumed by Rentokil Initial and (a) for Terminix time-vesting restricted stock units, each such award was converted into a number of time-vesting Rentokil Initial restricted stock units; and (b) otherwise will continue to vest and be settled on the same terms and conditions as applicable to the Terminix awards prior to the consummation of the transaction (except that, consistent with the Terminix equity plan, such unvested converted awards will fully vest upon a qualifying termination of employment occurring after the consummation of the transaction). The time-vesting Terminix restricted stock units were converted into time-vesting Rentokil Initial restricted stock units pursuant to the terms of the Merger Agreement. Each outstanding Terminix equity award that was not then vested was assumed by Rentokil Initial and (a) (i) for Terminix performance-based restricted stock units ("Terminix PSUs") granted prior to the date of the Merger Agreement, each such award was converted into a number of restricted stock units subject to time-vesting, calculated based on the greater of the actual level of performance metric achievement applicable to the Terminix PSUs or target performance achievement, as determined by the Terminix board of directors and (ii) for Terminix PSUs granted after the date of the Merger Agreement, each such award was converted into a number of performance-based restricted stock units, calculated based on target performance achievement; and (b) otherwise will continue to vest and be settled on the same terms and conditions as applicable to the Terminix awards prior to the consummation of the transaction (except that, consistent with the Terminix equity plan, such unvested converted awards will fully vest upon a qualifying termination of employment occurring after the consummation of the transaction). The Terminix PSUs were converted into time-vesting Rentokil Initial restricted stock units and Rentokil Initial performance-based restricted stock units pursuant to the terms of the Merger Agreement. In connection with the transaction, the reporting person ceased to be a Section 16 reporting person. /s/ Dirk R. Gardner, Attorney In Fact for David M. Dart 2022-10-14