0001104659-19-017847.txt : 20190327 0001104659-19-017847.hdr.sgml : 20190327 20190327163314 ACCESSION NUMBER: 0001104659-19-017847 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190327 DATE AS OF CHANGE: 20190327 GROUP MEMBERS: CDRSVM HOLDING, LLC GROUP MEMBERS: CDRSVM INVESTMENT HOLDING, LLC GROUP MEMBERS: SERVICEMASTER COMPANY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: frontdoor, inc. CENTRAL INDEX KEY: 0001727263 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 823871179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90850 FILM NUMBER: 19708701 BUSINESS ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 901-597-8289 MAIL ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: AHS Holding Company, Inc. DATE OF NAME CHANGE: 20180105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SERVICEMASTER GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001428875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 208738510 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103-3720 BUSINESS PHONE: 901-597-1400 MAIL ADDRESS: STREET 1: 150 PEABODY PLACE CITY: MEMPHIS STATE: TN ZIP: 38103-3720 SC 13G/A 1 a19-7200_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)

 

 

frontdoor, inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

35905A109

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 35905A109

 

 

1

Name of Reporting Person
ServiceMaster Global Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person
CO

 

2

 

CUSIP No. 35905A109

 

 

1

Name of Reporting Person
CDRSVM Investment Holding, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person
OO

 

3

 

CUSIP No. 35905A109

 

 

1

Name of Reporting Person
CDRSVM Holding, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person
OO

 

4

 

CUSIP No. 35905A109

 

 

1

Name of Reporting Person
The ServiceMaster Company, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person
OO

 

5

 

Item 1(a):

Name of Issuer:
frontdoor, inc.

Item 1(b):

Address of Issuer’s Principal Executive Offices:
150 Peabody Place, Memphis, Tennessee 38103

 

Item 2(a):

Name of Person Filing:
ServiceMaster Global Holdings, Inc.

CDRSVM Investment Holding, LLC

CDRSVM Holding, LLC

The ServiceMaster Company, LLC

Item 2(b):

Address of Principal Business Office or, if none, Residence:
150 Peabody Place, Memphis, Tennessee 38103

Item 2(c):

Citizenship:
ServiceMaster Global Holdings, Inc. is a Delaware corporation.

CDRSVM Investment Holding, LLC is a Delaware limited liability company.

CDRSVM Holding, LLC is a Delaware limited liability company.

The ServiceMaster Company, LLC is a Delaware limited liability company.

Item 2(d):

Title of Class of Securities:
Common Stock, $0.01 par value

Item 2(e):

CUSIP Number:
35905A109

 

Item 3:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

6

 

Item 4:

Ownership:

This Amendment No. 1 – Exit Filing (this “Amendment”) amends Item 4 of the statement on Schedule 13G filed on February 13, 2019 with respect to the Common Stock, par value $0.01 per share of frontdoor, inc. (the “Company”) as set forth below.

 

Explanatory Note:  On October 1, 2018, ServiceMaster completed the separation of the Company through the distribution of approximately 80.2% of the shares of Common Stock to ServiceMaster’s stockholders.  Immediately following the distribution, ServiceMaster indirectly, beneficially owned 16,734,092 shares, or approximately 19.8%, of Common Stock.

 

On March 27, 2019, pursuant to an Exchange Agreement, dated as of March 20, 2019, by and between The ServiceMaster Company, LLC (“SVM”) and Chase Lincoln First Commercial Corporation (“Chase Lincoln”), SVM transferred 16,734,092 shares of Common Stock to Chase Lincoln in exchange for certain indebtedness of SVM then owned by Chase Lincoln.  Following the Exchange, ServiceMaster no longer owned any shares of Common Stock.

Item 4(a):

Amount beneficially owned:   

0 shares of Common Stock.

Item 4(b):

Percent of class:   

0%.

Item 4(c):

Number of shares of which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

0.

 

 

(ii)

Shared power to vote or direct the vote:    

0.

 

 

(iii)

Sole power to dispose or direct the disposition of:   

0.

 

 

(iv)

Shared power to dispose or direct the disposition of:   

0.

 

Item 5:

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following   x

 

Item 6:

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

7

 

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8:

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9:

Notice of Dissolution of a Group:

Not applicable.

 

Item 10:

Certifications:

Not applicable.

 

8

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  March 27, 2019

 

 

 

SERVICEMASTER GLOBAL HOLDINGS, INC.

 

 

 

 

By:

/s/ Anthony D. DiLucente

 

Name:

Anthony D. DiLucente

 

Title:

Senior Vice President &
Chief Financial Officer

 

 

 

 

 

 

 

CDRSVM INVESTMENT HOLDING, LLC

 

 

 

 

By:

/s/ Anthony D. DiLucente

 

Name:

Anthony D. DiLucente

 

Title:

Senior Vice President &
Chief Financial Officer

 

 

 

 

 

 

 

CDRSVM HOLDING, LLC

 

 

 

 

By:

/s/ Anthony D. DiLucente

 

Name:

Anthony D. DiLucente

 

Title:

Senior Vice President &
Chief Financial Officer

 

 

 

 

 

 

 

THE SERVICEMASTER COMPANY, LLC

 

 

 

 

By:

/s/ Anthony D. DiLucente

 

Name:

Anthony D. DiLucente

 

Title:

Senior Vice President &
Chief Financial Officer

 

9