Statement of Changes in Beneficial Ownership (4)
30 December 2021 - 9:10AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dart David M |
2. Issuer Name and Ticker or Trading Symbol
TERMINIX GLOBAL HOLDINGS INC
[
TMX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Human Resources |
(Last)
(First)
(Middle)
150 PEABODY PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/27/2021 |
(Street)
MEMPHIS, TN 38103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/27/2021 | | M | | 707 | A | (1) | 4254 | D | |
Common Stock | 12/27/2021 | | M | | 872 | A | (2) | 5126 | D | |
Common Stock | 12/27/2021 | | M | | 690 | A | (3) | 5816 | D | |
Common Stock | 12/27/2021 | | A | | 3185 (4) | A | (4) | 9001 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | 12/27/2021 | | M | | | 707 | (1) | (1) | Common Stock | 872 | (1) | 0 | D | |
Restricted Stock Units | (3) | 12/27/2021 | | M | | | 872 | (2) | (2) | Common Stock | 2068 | (2) | 871 | D | |
Restricted Stock Units | (3) | 12/27/2021 | | M | | | 690 | (3) | (3) | Common Stock | 8980 | (3) | 1378 | D | |
Explanation of Responses: |
(1) | Each unit is the economic equivalent of one share of the Company's common stock. The restricted stock units were granted on February 18, 2019, and vest and settle in three equal installments, subject to continued employment with the Company. As previously disclosed in the Company's Form 8-K, filed on December 14, 2021, the vesting and settlement of time-vesting restricted stock unit awards that would have otherwise vested and settled in 2022 on or before March 4, 2022, was accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc. |
(2) | Each unit is the economic equivalent of one share of the Company's common stock. The restricted stock units were granted on March 4, 2020, and vest and settle in three equal installments, subject to continued employment with the Company. As previously disclosed in the Company's Form 8-K, filed on December 14, 2021, the vesting and settlement of time-vesting restricted stock unit awards that would have otherwise vested and settled in 2022 on or before March 4, 2022, was accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc. |
(3) | Each unit is the economic equivalent of one share of the Company's common stock. The restricted stock units were granted on March 3, 2021, and vest and settle in three equal installments, subject to continued employment with the Company. As previously disclosed in the Company's Form 8-K, filed on December 14, 2021, the vesting and settlement of time-vesting restricted stock unit awards that would have otherwise vested and settled in 2022 on or before March 4, 2022, was accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc. |
(4) | Mr. Dart was granted a target award of 5,308 performance share units ("PSUs") on February 18, 2019 that had a three-year measurement period (2019-2021), with achievement to be based on cumulative adjusted earnings per share and cumulative revenue goals, with a modifier based on total shareholder return relative to companies in our peer group. This Form 4 reflects the settlement of 60% of the target award of 5,308 PSUs that would have otherwise settled in 2022 on or before February 18, 2022. These PSUs were accelerated to December 27, 2021 to mitigate possible adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the closing of the transactions contemplated by the merger agreement with Rentokil Initial plc. The remaining percentage of the 2019 PSUs to be settled, if any, will be reported in the first quarter of 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Dart David M 150 PEABODY PLACE MEMPHIS, TN 38103 |
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| SVP, Human Resources |
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Signatures
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/s/ Dirk R. Gardner, Attorney In Fact for David M. Dart | | 12/29/2021 |
**Signature of Reporting Person | Date |
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