4//SEC Filing
Richardson Deidre 4
Accession 0001104659-22-108949
CIK 0001428875other
Filed
Oct 13, 8:00 PM ET
Accepted
Oct 14, 7:07 PM ET
Size
12.4 KB
Accession
0001104659-22-108949
Insider Transaction Report
Form 4
Richardson Deidre
SVP & General Counsel
Transactions
- Award
Performance-based Restricted Stock Units
2022-10-12+3,666→ 3,666 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (3,666 underlying) - Disposition to Issuer
Restricted Stock Units
2022-10-12−11,918→ 0 total→ Common Stock (11,918 underlying) - Disposition to Issuer
Performance-based Restricted Stock Units
2022-10-12−3,666→ 0 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (3,666 underlying)
Footnotes (3)
- [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.
Documents
Issuer
TERMINIX GLOBAL HOLDINGS INC
CIK 0001428875
Entity typeother
Related Parties
1- filerCIK 0001871482
Filing Metadata
- Form type
- 4
- Filed
- Oct 13, 8:00 PM ET
- Accepted
- Oct 14, 7:07 PM ET
- Size
- 12.4 KB