UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
| Rollins, Inc. |
| (Name of Issuer) |
| Common Stock, $1.00 Par Value |
| (Title of Class of Securities) |
| 775711 10 4 |
| (CUSIP Number) |
Stephen D. Fox
171 17th Street NW
Suite 2100
Atlanta, Georgia 30363-1031
| (404) 873-8500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| August 3, 2020 and August 17, 2020 |
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 (“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. 775711 10 4 | Page 2 of 23 |
| 1 | Name of Reporting Person Estate of R. Randall Rollins |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 494,585 |
|
| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 494,585 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 494,585 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.2 percent |
|
| 14 | Type of Reporting Person IN |
| CUSIP No. 775711 10 4 | Page 3 of 23 |
| 1 | Name of Reporting Person Gary W. Rollins |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
|
| 7 | Sole Voting Power 3,686,033 |
|
| 8 | Shared Voting Power 169,487,751* |
|
| 9 | Sole Dispositive Power 3,686,033 |
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| 10 | Shared Dispositive Power 169,487,751* |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 173,173,784* |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 52.8 percent* |
|
| 14 | Type of Reporting Person IN |
| * | Includes 9,526,793 shares of the Company Common Stock held in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes shares acquired by the following entities in connection with the dissolution of RFPS Investments I, L.P.: (a) LOR, Inc., a Georgia corporation, 147,754,511 shares (Mr. Gary W. Rollins is an officer and director of LOR, Inc., and has a 50% voting interest in it.), (b) RFT Investment Company, LLC, 496,642 shares (LOR, Inc. is the manager of RFT Investment Company, LLC), (c) LOR Investment Company, LLC, a Georgia limited liability company, 51,482 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), (d) Rollins Holding Company, Inc., a Georgia corporation, 6,154,399 shares (Mr. Gary W. Rollins is an officer and director of Rollins Holding Company, Inc., and has a 50% voting interest in it.), (e) RCTLOR, LLC, a Georgia limited liability company, 2,630,023 shares (LOR, Inc. is the managing member of RCTLOR, LLC), (f) 1997 RRR Grandchildren’s Partnership, a Georgia general partnership, the partners of which are multiple trusts benefiting the grandchildren and more remote descendants of his brother, Mr. R. Randall Rollins, 118,715 shares (Mr. Gary W. Rollins is a trustee of each such trust), (g) seven trusts (the “Rollins Family Trusts”) for the benefit of the children and/or more remote descendants of his brother, Mr. R. Randall Rollins, 639,642 shares, and (h) a charitable lead trust (the “Charitable Lead Trust”), 113,897 shares. (The trustee of each of the Rollins Family Trusts and the Charitable Lead Trust is a corporation over which Mr. Gary W. Rollins has the ability to assert control within sixty days.) Also includes 15 shares held by RFPS Investments I, L.P. The general partner of RFPS Investments I, L.P. is LOR Investment Company, LLC. Also includes 494,585 shares held by the Estate of R. Randall Rollins, of which Mr. Gary W. Rollins is the designated executor. Also includes 16,506 shares of Company Common Stock held by his wife. Also includes 1,490,541 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
| CUSIP No. 775711 10 4 | Page 4 of 23 |
| 1 | Name of Reporting Person RFA Management Company, LLC |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 1,490,541 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 1,490,541 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,490,541 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.5 percent |
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| 14 | Type of Reporting Person OO |
| CUSIP No. 775711 10 4 | Page 5 of 23 |
| 1 | Name of Reporting Person RFPS Investments I, L.P. |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 15 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 15 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 15 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.0 percent |
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| 14 | Type of Reporting Person PN |
| CUSIP No. 775711 10 4 | Page 6 of 23 |
| 1 | Name of Reporting Person LOR, Inc. |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 147,754,511 |
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| 8 | Shared Voting Power 4,668,703* |
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| 9 | Sole Dispositive Power 147,754,511 |
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| 10 | Shared Dispositive Power 4,668,703* |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 152,423,214* |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 46.5 percent* |
|
| 14 | Type of Reporting Person CO |
| * | Includes 1,490,541 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes shares acquired by the following entities in connection with the dissolution of RFPS Investments I, L.P.: (a) RFT Investment Company, LLC., 496,642 shares (LOR, Inc. is the manager of RFT Investment Company, LLC), (b) LOR Investment Company, LLC, a Georgia limited liability company, 51,482 shares (LOR Investment Company, LLC is member managed, and LOR, Inc. holds a majority of all voting interests in LOR Investment Company, LLC), and (c) RCTLOR, LLC, a Georgia limited liability company, 2,630,023 shares (LOR, Inc. is the managing member of RCTLOR, LLC). Also includes 15 shares held by RFPS Investments I, L.P. The general partner of RFPS Investments I, L.P. is LOR Investment Company, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. |
| CUSIP No. 775711 10 4 | Page 7 of 23 |
| 1 | Name of Reporting Person LOR Investment Company, LLC |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 51,482 |
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| 8 | Shared Voting Power 15* |
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| 9 | Sole Dispositive Power 51,482 |
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| 10 | Shared Dispositive Power 15* |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 51,497* |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.0 Percent |
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| 14 | Type of Reporting Person OO |
| * | Includes 15 shares held by RFPS Investments I, L.P. The general partner of RFPS Investments I, L.P. is LOR Investment Company, LLC. |
| CUSIP No. 775711 10 4 | Page 8 of 23 |
| 1 | Name of Reporting Person RFT Investment Company, LLC |
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| 2 | Check the Appropriate Box if a Member of a Group
|
(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 496,642 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 496,642 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 496,642 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.2 Percent |
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| 14 | Type of Reporting Person OO |
| CUSIP No. 775711 10 4 | Page 9 of 23 |
| 1 | Name of Reporting Person Rollins Holding Company, Inc. |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 6,154,399 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 6,154,399 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,154,399 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 1.9 percent |
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| 14 | Type of Reporting Person CO |
| CUSIP No. 775711 10 4 | Page 10 of 23 |
| 1 | Name of Reporting Person RCTLOR, LLC |
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| 2 | Check the Appropriate Box if a Member of a Group
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(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 2,630,023 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 2,630,023 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,630,023 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.8 percent |
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| 14 | Type of Reporting Person OO |
| CUSIP No. 775711 10 4 | Page 11 of 23 |
| 1 | Name of Reporting Person 1997 RRR Grandchildren’s Partnership |
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| 2 | Check the Appropriate Box if a Member of a Group
|
(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 118,715 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 118,715 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 118,715 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.0 percent |
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| 14 | Type of Reporting Person PN |
| CUSIP No. 775711 10 4 | Page 12 of 23 |
| 1 | Name of Reporting Person 2007 GWR Grandchildren’s Partnership |
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| 2 | Check the Appropriate Box if a Member of a Group
|
(a)x (b)o |
| 3 | SEC Use Only
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o |
| 6 | Citizenship or Place of Organization United States |
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| 7 | Sole Voting Power 213,188 |
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| 8 | Shared Voting Power 0 |
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| 9 | Sole Dispositive Power 213,188 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 213,188 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o |
| 13 | Percent of Class Represented by Amount in Row (11) 0.1 percent |
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| 14 | Type of Reporting Person PN |
| CUSIP No. 775711 10 4 | Page 13 of 23 |
Item 1. Security and Issuer
This Amendment No. 10 to Schedule 13D relates to the Common Stock, $1.00 par value, of Rollins, Inc., a Delaware corporation (the “Company”). The original Schedule 13D was filed on November 8, 1993 and was amended by Amendment No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10, 2003, Amendment No. 3 filed on May 2, 2003, Amendment No. 4 filed on October 10, 2003, Amendment No. 5 filed on March 16 2004, Amendment No. 6 filed on January 28, 2009, Amendment No. 7 filed on January 12, 2010, Amendment No. 8 filed on November 15, 2010, and Amendment No. 9 filed on July 2, 2020 (collectively the “Schedule 13D, as amended”). The principal executive office of the Company is located at:
| 2170 Piedmont Road, N.E. | ||
| Atlanta, Georgia 30324 |
Item 2. Identity and Background
| 1. | The Estate of R. Randall Rollins is a reporting person filing this statement. Its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. |
| (d) None. |
| (e) None. |
| 2. | (a) Gary W. Rollins is a reporting person filing this statement. |
| (b) His principal business address is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. |
| (c) His principal occupation is Vice Chairman and Chief Executive Officer of the Company, engaged in the provision of pest and termite control services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. |
| (d) None. |
| (e) None. |
| (f) United States. |
| CUSIP No. 775711 10 4 | Page 14 of 23 |
| 3. | RFA Management Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a family office investment manager. |
| (d) None. |
| (e) None. |
| 4. | RFPS Investments I, L.P. is a reporting person filing this statement. It is a Georgia limited partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. |
| (d) None. |
| (e) None. |
| 5. | LOR, Inc. is a reporting person filing this statement. It is a Georgia corporation, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. |
| (d) None. |
| (e) None. |
| 6. | LOR Investment Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. |
| (d) None. |
| (e) None. |
| 7. | RFT Investment Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. |
| (d) None. |
| (e) None. |
| CUSIP No. 775711 10 4 | Page 15 of 23 |
| 8. | Rollins Holding Company, Inc. is a reporting person filing this statement. It is a Georgia corporation, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. |
| (d) None. |
| (e) None. |
| 9. | RCTLOR, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. |
| (d) None. |
| (e) None. |
| 10. | 1997 RRR Grandchildren’s Partnership is a reporting person filing this statement. It is a Georgia general partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. It is a family investment entity. |
| (d) None. |
| (e) None. |
| 11. | 2007 GWR Grandchildren’s Partnership is a reporting person filing this statement. It is a Georgia general partnership, and its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. It is a family investment entity. |
| (d) None. |
| (e) None. |
| 12. | (a) Thomas Hamilton Claiborne is a director of LOR, Inc., which is a reporting person filing this statement. |
| (b) His address is 15 Ellensview Ct., Richmond, VA 23226. |
| (c) His principal occupation is Managing Director, Mary Oppenheimer Daughters Holdings Limited, the business address of which is Mary Oppenheimer Daughters Holdings Limited, 2nd Floor Cycle 360 House, Isle of Man Business Park, Douglas, Isle of Man IM2 2QZ. |
| (d) None. |
| (e) None. |
| (f) United States. |
| CUSIP No. 775711 10 4 | Page 16 of 23 |
| 13. | (a) Amy R. Kreisler is a director of LOR, Inc., which is a reporting person filing this statement. |
| (b) Her business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (c) Her principal occupation is Executive Director—The O. Wayne Rollins Foundation and The Ma-Ran Foundation (private charitable entities), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (d) None. |
| (e) None. |
| (f) United States. |
| 14. | (a) Paul Morton is a director of LOR, Inc., which is a reporting person filing this statement. |
| (b) His business address is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549. |
| (c) His principal occupation is Managing Director, Morton Management LLC, the business address of which is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549. |
| (d) None. |
| (e) None. |
| (f) United States. |
| 15. | (a) Pamela R. Rollins is a director of LOR, Inc., which is a reporting person filing this statement. |
| (b) Her business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (c) Her principal occupation is as Board member for Young Harris College, and Board member of National Monuments Foundation and the O. Wayne Rollins Foundation, the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (d) None. |
| (e) None. |
| (f) United States. |
| CUSIP No. 775711 10 4 | Page 17 of 23 |
| 16. | (a) Timothy C. Rollins is a director of LOR, Inc., which is a reporting person filing this statement. |
| (b) 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (c) His principal occupation is Vice President of Rollins Investment Company (management services), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (d) None. |
| (e) None. |
| (f) United States. |
| 17. | Nine family trusts (the “1976 RRR Trusts”) are the general partners of 1997 RRR Grandchildren’s Partnership, which is a reporting person filing this statement. The 1976 RRR Trusts are irrevocable trusts established by R. Randall Rollins for the benefit of his grandchildren and more remote descendants. Gary W. Rollins is a trustee of the 1976 RRR Trusts and exercises de facto control over them. The principal business address of the 1976 RRR Trusts is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. |
| (d) None. |
| (e) None. |
| 18. | Four family trusts (the “1976 GWR Trusts”) are the general partners of 2007 GWR Grandchildren’s Partnership, which is a reporting person filing this statement. The 1976 GWR Trusts are irrevocable trusts established by Gary W. Rollins for the benefit of his grandchildren and more remote descendants. The principal business address of the 1976 GWR Trusts is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. |
| (d) None. |
| (e) None. |
| 19. | (a) Donald P. Carson is a director and the Secretary and Treasurer of LOR, Inc., which is a reporting person filing this statement. He is also a director and the Secretary and Treasurer of Rollins Holding Company, Inc., which is a reporting person filing this statement. |
| (b) His business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (c) His principal occupation is President, RFA Management Company, LLC, the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. |
| (d) None. |
| (e) None. |
| (f) United States. |
| CUSIP No. 775711 10 4 | Page 18 of 23 |
Item 3. Source and Amount of Funds or Other Consideration
See the Schedule 13D, as amended for historical information. Shares distributed pursuant to the Dissolution, as defined in Item 5 below, were distributed for no consideration. Mr. Gary W. Rollins generally receives annual grants of restricted stock from the Company as compensation for his services as Vice Chairman and Chief Executive Officer of the Company. Mr. R. Randall Rollins died on August 17, 2020, and 494,585 shares became property of his estate.
Item 4. Purpose of Transaction
See the Schedule 13D, as amended.
| CUSIP No. 775711 10 4 | Page 19 of 23 |
Item 5. Interest in Securities of the Issuer
(a)-(b) See the cover pages to this Amendment.
Mr. Thomas Claiborne does not beneficially own any shares of Company Common Stock.
Ms. Amy R. Kreisler beneficially owns 9,970,076 shares of Company Common Stock (3.0%), as to which she shares voting and dispositive power. She has sole voting and dispositive power with respect to 261,074 shares and shared voting and dispositive power with respect to 9,709,002 shares. These shares include 9,526,793 shares of Company Common Stock held in two charitable trusts of which she is a co-trustee or Executive Director. Also includes 62,702 shares held by the 2002 Amy R. Kreisler Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee. Also includes 86,491 shares of Company Common Stock held in two family trusts (the “JPR Trusts”) of which she is the sole trustee. Also includes 33,016 shares held by her spouse. Excludes 498,809 shares of Company Common Stock held indirectly through a family limited partnership of which Ms. Kreisler is a general partner.
Mr. Paul Morton beneficially owns 1,750 shares of Company Common Stock (0.0%) as to which shares he has sole voting and dispositive power.
Ms. Pamela R. Rollins beneficially owns 6,253,907 shares of Company Common Stock (1.9%). She has sole voting and dispositive power with respect to 323,504 shares, and shared voting and dispositive power with respect to 5,930,403 shares. These shares include 5,867,701 shares of Company Common Stock held in a charitable trust of which she is a co-trustee. Also includes 62,702 shares held by the 2002 Pamela R. Rollins Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee. Excludes 498,809 shares of Company Common Stock held indirectly through a family limited partnership of which Ms. Rollins is a general partner.
Mr. Timothy C. Rollins beneficially owns 427,533 shares of Company Common Stock (0.1%). He has sole voting and dispositive power with respect to 260,200 shares, and shared voting and dispositive power with respect to 167,333 shares. These shares include 104,631 shares of Company Common Stock held by his spouse. Also includes 62,702 shares held by the 2002 Timothy C. Rollins Trust, as to which he currently has the power to designate the members of the Investment Committee of the trustee. Excludes 498,809 shares of Company Common Stock held indirectly through a family limited partnership of which Mr. Rollins is a general partner.
The 1976 RRR Trusts beneficially own 118,715 shares of Company Common Stock (0.0%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 118,715 shares. These shares include 118,715 shares of Company Common Stock held by 1997 RRR Grandchildren’s Partnership.
The 1976 GWR Trusts beneficially own 213,188 shares of Company Common Stock (0.1%). They have sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 213,188 shares. These shares include 213,188 shares of Company Common Stock held by 2007 GWR Grandchildren’s Partnership.
Mr. Donald P. Carson beneficially owns zero shares of Company Common Stock (0.0%).
| CUSIP No. 775711 10 4 | Page 20 of 23 |
(c)
The following transactions were effected by, or with respect to, the reporting persons and the other persons listed in Item 2 within 60 days of the date hereof:
| · | On June 30, 2020, pursuant to an Agreement for Dissolution of Partnership dated June 30, 2020, RFPS Management Company I, L.P. dissolved, and distributed 159,734,464 shares of Company Common Stock to RFPS Investments I, L.P., and 1,490,541 shares to RFA Management Company, LLC, for no consideration. |
| · | On June 30, 2020, pursuant to an Agreement for Dissolution of Partnership dated June 30, 2020, RFPS Investments I, L.P. dissolved, and on August 3, 2020, it distributed 159,734,449 shares of Company Common Stock to its equity holders, for no consideration (the “Dissolution”). |
| · | In connection with the distribution of shares by RFPS Investments I , L.P. in connection with its Dissolution on June 30, 2020 described above, the following persons received shares of Company Common Stock, for no consideration: |
| o | LOR, Inc. –147,754,511 shares |
| o | LOR Investment Company, LLC—51,482 shares |
| o | Rollins Holding Company, Inc. –6,154,399 shares |
| o | RFT Investment Company, LLC—496,642 shares |
| o | RCTLOR, LLC—2,630,023 shares |
| o | 1997 RRR Grandchildren’s Partnership—118,715 shares |
| o | 2007 GWR Grandchildren’s Partnership—213,188 shares |
| o | Amy R. Kreisler—259,074 shares |
| o | Pamela R. Rollins—248,874 shares |
| o | Timothy C. Rollins—258,200 shares |
| o | 2002 Amy R. Kreisler Trust—62,702 shares |
| o | 2002 Pamela R. Rollins Trust—62,702 shares |
| o | 2002 Timothy C. Rollins Trust—62,702 shares |
| o | Other Rollins Family Trusts—451,536 shares |
| o | The JPR Trusts—86,491 shares |
| o | Charitable Lead Trust—113,897 shares |
| · | Mr. R. Randall Rollins died on August 17, 2020, and 494,585 shares became property of his estate. |
| (d) None. |
| (e) Following the death of R. Randall Rollins on August 17, 2020, the 2007 GWR Grandchildren’s Partnership ceased to be a part of the reporting group and therefore ceased to beneficially own in excess of 5% of outstanding Company common stock. |
| CUSIP No. 775711 10 4 | Page 21 of 23 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than as referenced above in Items 4 and 5, the content of which is incorporated herein by reference, there are no such contracts, arrangements, understandings, or relationships with respect to any securities of the Company, including but not limited to transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
(A) Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k).
(B) Letter dated June 30, 2020. (incorporated by reference to Item 7(B) contained in Amendment No. 9 to Schedule 13D filed on July 2, 2020.)
| CUSIP No. 775711 10 4 | Page 22 of 23 |
Signature.
After reasonable inquiry each of the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct.
| RFT INVESTMENT COMPANY, LLC | ||||
| By: LOR, INC., Manager | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| RFA MANAGEMENT COMPANY, LLC | ||||
| By: LOR, INC., Manager | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| RFPS INVESTMENTS I, L.P. | ||||
| By: LOR INVESTMENT COMPANY, LLC, General Partner | ||||
| By: LOR, INC., Class A Member | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| LOR INVESTMENT COMPANY, LLC | ||||
| By: LOR, INC., Class A Member | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| ROLLINS HOLDING COMPANY, INC. | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| RCTLOR, LLC | ||||
| By: LOR, INC., Manager | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| LOR, INC. | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| 1997 RRR GRANDCHILDREN’S PARTNERSHIP | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, as co-trustee of the | ||||
| 1976 RRR Trusts, each a General Partner | ||||
| /s/ Gary W. Rollins | Date: August 20, 2020 | |||
| GARY W. ROLLINS | ||||
| 2007 GWR GRANDCHILDREN’S PARTNERSHIP | ||||
| By: | /s/ Donald P. Carson | Date: August 20, 2020 | ||
| Donald P. Carson, as co-trustee of the | ||||
| 1976 GWR Trusts, each a General Partner | ||||
ESTATE OF R. RANDALL ROLLINS | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Designated Executor | ||||
| CUSIP No. 775711 10 4 | Page 23 of 23 |
EXHIBIT A
The undersigned each hereby certifies and agrees that the above Amendment to Schedule 13D concerning securities issued by Rollins, Inc. is being filed on behalf of each of the undersigned.
| RFT INVESTMENT COMPANY, LLC | ||||
| By: LOR, INC., Manager | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| RFA MANAGEMENT COMPANY, LLC | ||||
| By: LOR, INC., Manager | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| RFPS INVESTMENTS I, L.P. | ||||
| By: LOR INVESTMENT COMPANY, LLC, General Partner | ||||
| By: LOR, INC., Class A Member | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| LOR INVESTMENT COMPANY, LLC | ||||
| By: LOR, INC., Class A Member | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| ROLLINS HOLDING COMPANY, INC. | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| RCTLOR, LLC | ||||
| By: LOR, INC., Manager | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| LOR, INC. | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, Vice President | ||||
| 1997 RRR GRANDCHILDREN’S PARTNERSHIP | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
| Gary W. Rollins, as co-trustee of the | ||||
| 1976 RRR Trusts, each a General Partner | ||||
| /s/ Gary W. Rollins | Date: August 20, 2020 | |||
| GARY W. ROLLINS | ||||
| 2007 GWR GRANDCHILDREN’S PARTNERSHIP | ||||
| By: | /s/ Donald P. Carson | Date: August 20, 2020 | ||
| Donald P. Carson, as co-trustee of the | ||||
| 1976 GWR Trusts, each a General Partner | ||||
ESTATE OF R. RANDALL ROLLINS | ||||
| By: | /s/ Gary W. Rollins | Date: August 20, 2020 | ||
Gary W. Rollins, Designated Executor | ||||