4//SEC Filing
Riesbeck Robert James 4
Accession 0001104659-22-108950
CIK 0001428875other
Filed
Oct 13, 8:00 PM ET
Accepted
Oct 14, 7:09 PM ET
Size
21.3 KB
Accession
0001104659-22-108950
Insider Transaction Report
Form 4
Transactions
- Award
Performance-based Restricted Stock Units
2022-10-12+10,170→ 28,732 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (10,170 underlying) - Disposition to Issuer
Employee Stock Options
2022-10-12−14,335→ 0 totalExercise: $45.96Exp: 2029-03-03→ Common Stock (14,335 underlying) - Disposition to Issuer
Common Stock
2022-10-12−9,122→ 0 total - Disposition to Issuer
Employee Stock Options
2022-10-12−7,168→ 0 totalExercise: $45.96Exp: 2029-03-03→ Common Stock (7,168 underlying) - Disposition to Issuer
Performance-based Restricted Stock Units
2022-10-12−28,732→ 0 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (28,732 underlying) - Disposition to Issuer
Restricted Stock Units
2022-10-12−26,945→ 0 total→ Common Stock (26,945 underlying) - Award
Performance-based Restricted Stock Units
2022-10-12+18,562→ 18,562 totalFrom: 2022-10-12Exp: 2022-10-12→ Common Stock (12,375 underlying)
Footnotes (6)
- [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 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.
- [F3]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.
- [F4]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 timevesting 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 timevesting restricted stock units were converted into Rentokil Initial time-vesting restricted stock units 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) (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
- [F6](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 0001619561
Filing Metadata
- Form type
- 4
- Filed
- Oct 13, 8:00 PM ET
- Accepted
- Oct 14, 7:09 PM ET
- Size
- 21.3 KB