SEC Form 4: Riesbeck Robert James returned 9,122 shares to the company, closing all direct ownership in the company
$TMX
Other Consumer Services
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TERMINIX GLOBAL HOLDINGS INC [ TMX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/12/2022 | D | 9,122(1) | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options | $45.96 | 10/12/2022 | D | 7,168 | (2) | 03/03/2029 | Common Stock | 7,168 | $0.00 | 0 | D | ||||
| Employee Stock Options | $45.96 | 10/12/2022 | D | 14,335 | (3) | 03/03/2029 | Common Stock | 14,335 | (3) | 0 | D | ||||
| Restricted Stock Units | (4) | 10/12/2022 | D | 26,945 | (4) | (4) | Common Stock | 26,945 | (4) | 0 | D | ||||
| Performance-based Restricted Stock Units | (5)(6) | 10/12/2022 | A | 18,562 | 10/12/2022 | 10/12/2022 | Common Stock | 12,375 | $0.00 | 18,562 | D | ||||
| Performance-based Restricted Stock Units | (5)(6) | 10/12/2022 | A | 10,170 | 10/12/2022 | 10/12/2022 | Common Stock | 10,170 | $0.00 | 28,732 | D | ||||
| Performance-based Restricted Stock Units | (5)(6) | 10/12/2022 | D | 28,732 | 10/12/2022 | 10/12/2022 | Common Stock | 28,732 | (5)(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. As the exercise price exceeded the cash consideration, the Terminix options were cancelled for no consideration. |
| 3. 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. |
| 4. 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 timevesting 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 Terminix timevesting restricted stock units were converted into Rentokil Initial time-vesting restricted stock units pursuant to the terms of the Merger Agreement. |
| 5. 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 |
| 6. (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. |
| Remarks: |
| In connection with the transaction, the reporting person ceased to be a Section 16 reporting person. |
| /s/ Dirk R. Gardner, Attorney In Fact for Robert J. Riesbeck | 10/14/2022 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||