Brett Ponton - Oct 12, 2022 Form 4 Insider Report for TERMINIX GLOBAL HOLDINGS INC (TMX)

Role
CEO, Director
Signature
/s/ Dirk R. Gardner, Attorney In Fact for Brett Ponton
Stock symbol
TMX
Transactions as of
Oct 12, 2022
Transactions value $
$0
Form type
4
Date filed
10/14/2022, 07:06 PM
Previous filing
Sep 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMX Common Stock Disposed to Issuer -12.9K -100% 0 Oct 12, 2022 Direct F1, F2

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 Employee Stock Options Disposed to Issuer $0 -20K -100% $0.00* 0 Oct 12, 2022 Common Stock 20K $45.96 Direct F3
transaction TMX Employee Stock Options Disposed to Issuer -39.9K -100% 0 Oct 12, 2022 Common Stock 39.9K $45.96 Direct F4
transaction TMX Employee Stock Options Disposed to Issuer $0 -14.8K -100% $0.00* 0 Oct 12, 2022 Common Stock 14.8K $40.67 Direct F3
transaction TMX Employee Stock Options Disposed to Issuer -7.38K -100% 0 Oct 12, 2022 Common Stock 7.38K $40.67 Direct F4
transaction TMX Restricted Stock Units Disposed to Issuer -56K -100% 0 Oct 12, 2022 Common Stock 56K Direct F5
transaction TMX Performance-based Restricted Stock Units Award $0 +19.5K $0.00 19.5K Oct 12, 2022 Common Stock 19.5K Direct F6, F7
transaction TMX Performance-based Restricted Stock Units Award $0 +34.5K +176.99% $0.00 54K Oct 12, 2022 Common Stock 34.5K Direct F6, F7
transaction TMX Performance-based Restricted Stock Units Award $0 +28.3K +52.51% $0.00 82.3K Oct 12, 2022 Common Stock 28.3K Direct F6, F7
transaction TMX Performance-based Restricted Stock Units Disposed to Issuer -82.3K -100% 0 Oct 12, 2022 Common Stock 82.3K Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brett Ponton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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),
F2 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 director deferred share equivalent ("Terminix DSE") was converted into an amount in cash of $38.29, and otherwise was paid on the same terms and conditions as applicable under the Terminix DSE award agreement.
F3 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.
F4 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.
F5 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 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 time-vesting restricted stock units were converted into Rentokil Initial restricted stock units pursuant to the terms of the Merger Agreement.
F6 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
F7 (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.