David M. Dart - Dec 27, 2021 Form 4 Insider Report for TERMINIX GLOBAL HOLDINGS INC (TMX)

Signature
/s/ Dirk R. Gardner, Attorney In Fact for David M. Dart
Stock symbol
TMX
Transactions as of
Dec 27, 2021
Transactions value $
$0
Form type
4
Date filed
12/29/2021, 04:09 PM
Previous filing
Sep 17, 2021
Next filing
Feb 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMX Common Stock Options Exercise +707 +19.93% 4.25K Dec 27, 2021 Direct F1
transaction TMX Common Stock Options Exercise +872 +20.5% 5.13K Dec 27, 2021 Direct F2
transaction TMX Common Stock Options Exercise +690 +13.46% 5.82K Dec 27, 2021 Direct F3
transaction TMX Common Stock Award +3.19K +54.76% 9K Dec 27, 2021 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TMX Restricted Stock Units Options Exercise -707 -100% 0 Dec 27, 2021 Common Stock 872 Direct F1
transaction TMX Restricted Stock Units Options Exercise -872 -50.03% 871 Dec 27, 2021 Common Stock 2.07K Direct F2, F3
transaction TMX Restricted Stock Units Options Exercise -690 -33.37% 1.38K Dec 27, 2021 Common Stock 8.98K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each unit is the economic equivalent of one share of the Company's common stock. The restricted stock units were granted on February 18, 2019, and vest and settle in three equal installments, subject to continued employment with the Company. As previously disclosed in the Company's Form 8-K, filed on December 14, 2021, the vesting and settlement of time-vesting restricted stock unit awards that would have otherwise vested and settled in 2022 on or before March 4, 2022, was accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc.
F2 Each unit is the economic equivalent of one share of the Company's common stock. The restricted stock units were granted on March 4, 2020, and vest and settle in three equal installments, subject to continued employment with the Company. As previously disclosed in the Company's Form 8-K, filed on December 14, 2021, the vesting and settlement of time-vesting restricted stock unit awards that would have otherwise vested and settled in 2022 on or before March 4, 2022, was accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc.
F3 Each unit is the economic equivalent of one share of the Company's common stock. The restricted stock units were granted on March 3, 2021, and vest and settle in three equal installments, subject to continued employment with the Company. As previously disclosed in the Company's Form 8-K, filed on December 14, 2021, the vesting and settlement of time-vesting restricted stock unit awards that would have otherwise vested and settled in 2022 on or before March 4, 2022, was accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc.
F4 Mr. Dart was granted a target award of 5,308 performance share units ("PSUs") on February 18, 2019 that had a three-year measurement period (2019-2021), with achievement to be based on cumulative adjusted earnings per share and cumulative revenue goals, with a modifier based on total shareholder return relative to companies in our peer group. This Form 4 reflects the settlement of 60% of the target award of 5,308 PSUs that would have otherwise settled in 2022 on or before February 18, 2022. These PSUs were accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc. The remaining percentage of the 2019 PSUs to be settled, if any, will be reported in the first quarter of 2022.