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