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

Role
SVP & General Counsel
Signature
/s/ Dirk R. Gardner, Attorney In Fact for Deidre Richardson
Stock symbol
TMX
Transactions as of
Oct 12, 2022
Transactions value $
$0
Form type
4
Date filed
10/14/2022, 07:07 PM
Previous filing
Feb 23, 2022

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 Disposed to Issuer -11.9K -100% 0 Oct 12, 2022 Common Stock 11.9K Direct F1, F2
transaction TMX Performance-based Restricted Stock Units Award $0 +3.67K $0.00 3.67K Oct 12, 2022 Common Stock 3.67K Direct F3
transaction TMX Performance-based Restricted Stock Units Disposed to Issuer -3.67K -100% 0 Oct 12, 2022 Common Stock 3.67K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Deidre Richardson 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), 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.
F2 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.
F3 Each outstanding Terminix equity award that was not then vested was assumed by Rentokil Initial and (a) for Terminix performance-based restricted stock units ("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 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.