4//SEC Filing
Ponton Brett 4
Accession 0001104659-22-108948
CIK 0001428875other
Filed
Oct 13, 8:00 PM ET
Accepted
Oct 14, 7:06 PM ET
Size
28.1 KB
Accession
0001104659-22-108948
Insider Transaction Report
Form 4
Ponton Brett
CEO
Transactions
- Disposition to Issuer
Restricted Stock Units
2022-10-12−55,978→ 0 total→ Common Stock (55,978 underlying) - Disposition to Issuer
Common Stock
2022-10-12−12,914→ 0 total - Award
Performance-based Restricted Stock Units
2022-10-12+28,331→ 82,281 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (28,331 underlying) - Award
Performance-based Restricted Stock Units
2022-10-12+19,477→ 19,477 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (19,477 underlying) - Award
Performance-based Restricted Stock Units
2022-10-12+34,473→ 53,950 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (34,473 underlying) - Disposition to Issuer
Performance-based Restricted Stock Units
2022-10-12−82,281→ 0 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (82,281 underlying) - Disposition to Issuer
Employee Stock Options
2022-10-12−7,380→ 0 totalExercise: $40.67Exp: 2028-09-15→ Common Stock (7,380 underlying) - Disposition to Issuer
Employee Stock Options
2022-10-12−19,967→ 0 totalExercise: $45.96Exp: 2029-03-03→ Common Stock (19,967 underlying) - Disposition to Issuer
Employee Stock Options
2022-10-12−14,762→ 0 totalExercise: $40.67Exp: 2028-09-15→ Common Stock (14,762 underlying) - Disposition to Issuer
Employee Stock Options
2022-10-12−39,934→ 0 totalExercise: $45.96Exp: 2029-03-03→ Common Stock (39,934 underlying)
Footnotes (7)
- [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.
Documents
Issuer
TERMINIX GLOBAL HOLDINGS INC
CIK 0001428875
Entity typeother
Related Parties
1- filerCIK 0001713306
Filing Metadata
- Form type
- 4
- Filed
- Oct 13, 8:00 PM ET
- Accepted
- Oct 14, 7:06 PM ET
- Size
- 28.1 KB