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^*

Dart David M

(Last)

(First)

(Middle)

150 PEABODY PLACE

(Street)

MEMPHIS

38103

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2021

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	12/27/2021		M		707	A	⁽¹⁾	4,254	D
Common Stock	12/27/2021		M		872	A	⁽²⁾	5,126	D
Common Stock	12/27/2021		M		690	A	⁽³⁾	5,816	D
Common Stock	12/27/2021		A		3,185⁽⁴⁾	A	⁽⁴⁾	9,001	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)
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	2,068	⁽²⁾	871	D
Restricted Stock Units	⁽³⁾	12/27/2021		M			690	⁽³⁾	⁽³⁾	Common Stock	8,980	⁽³⁾	1,378	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.

	/s/ Dirk R. Gardner, Attorney In Fact for David M. Dart	12/29/2021
	** Signature of Reporting Person	Date
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