SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ponton Brett

(Last)

(First)

(Middle)

150 PEABODY PLACE

(Street)

MEMPHIS

38103-3720

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERMINIX GLOBAL HOLDINGS INC [ TMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/12/2022		D		12,914⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$45.96	10/12/2022		D			19,967	⁽³⁾	03/03/2029	Common Stock	19,967	$0.00	0	D
Employee Stock Options	$45.96	10/12/2022		D			39,934	⁽⁴⁾	03/03/2029	Common Stock	39,934	⁽⁴⁾	0	D
Employee Stock Options	$40.67	10/12/2022		D			14,762	⁽³⁾	09/15/2028	Common Stock	14,762	$0.00	0	D
Employee Stock Options	$40.67	10/12/2022		D			7,380	⁽⁴⁾	09/15/2028	Common Stock	7,380	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	10/12/2022		D			55,978	⁽⁵⁾	⁽⁵⁾	Common Stock	55,978	⁽⁵⁾	0	D
Performance-based Restricted Stock Units	⁽⁶⁾⁽⁷⁾	10/12/2022		A		19,477		10/12/2022	10/12/2022	Common Stock	19,477	$0.00	19,477	D
Performance-based Restricted Stock Units	⁽⁶⁾⁽⁷⁾	10/12/2022		A		34,473		10/12/2022	10/12/2022	Common Stock	34,473	$0.00	53,950	D
Performance-based Restricted Stock Units	⁽⁶⁾⁽⁷⁾	10/12/2022		A		28,331		10/12/2022	10/12/2022	Common Stock	28,331	$0.00	82,281	D
Performance-based Restricted Stock Units	⁽⁶⁾⁽⁷⁾	10/12/2022		D			82,281	10/12/2022	10/12/2022	Common Stock	82,281	⁽⁶⁾⁽⁷⁾	0	D

Explanation of Responses:

1. 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),

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

7. (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.

Remarks:

In connection with the transaction, the reporting person ceased to be a Section 16 reporting person.

	/s/ Dirk R. Gardner, Attorney In Fact for Brett Ponton	10/14/2022
	** Signature of Reporting Person	Date
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SEC Form 4: Ponton Brett returned 12,914 shares to the company, closing all direct ownership in the company