UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
|
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
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
_______
September 30, 2020 and October 19, 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 ☐.
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
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☐
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
486,688
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
486,688
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
486,688
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.1
percent
|
|
|
14
|
Type of
Reporting Person
IN
|
|
|
CUSIP No. 775711 10
4
|
Page 3 of
23
|
|
1
|
Name of
Reporting Person
Gary W.
Rollins
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
3,688,603
|
|
|
8
|
Shared
Voting Power
165,631,907*
|
|
|
9
|
Sole
Dispositive Power
3,688,603
|
|
|
10
|
Shared
Dispositive Power
165,631,907*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
169,320,510*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
51.7
percent*
|
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes the
following shares of Company common stock: (a) 5,792,742 shares of
the Company Common Stock held in a charitable trust of which he is
a co-trustee and as to which he shares voting and investment power;
(b) 147,754,511 shares held by
LOR, Inc., a Georgia corporation, (Mr.
Gary W. Rollins is an officer and director of LOR, Inc., and has a
50% voting interest in it.); (c) 496,642 shares held by RFT
Investment Company, LLC (LOR, Inc. is the manager of RFT Investment
Company, LLC); (d) 51,482 shares held by LOR Investment Company,
LLC, a Georgia limited liability company, (LOR Investment Company,
LLC is member managed, and LOR, Inc. holds a majority of all voting
interests in LOR Investment Company, LLC) (e) 6,154,399 shares held
by Rollins Holding Company, Inc., a Georgia corporation (Mr. Gary
W. Rollins is an officer and director of Rollins Holding Company,
Inc., and has a 50% voting interest in it.), (f) 2,630,023 shares
held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc.
is the managing member of RCTLOR, LLC), (g) 1,490,541 shares held
by RFA Management Company, LLC, a Georgia limited liability
company, the manager of which is LOR, Inc.; (h) 118,715 shares held by 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 (Mr. Gary W. Rollins is a trustee of each such
trust), (i) 15 shares held by RFPS Investments I, L.P. (The
general partner of RFPS Investments I, L.P. is LOR Investment
Company, LLC); (j) 639,642 shares held
by seven trusts (the “Rollins Family Trusts”) for the
benefit of the children and/or more remote descendants of his
brother, Mr. R. Randall Rollins; (k) one share held by a charitable
lead trust (the “Charitable Lead Trust”); and
(l) 486,688 shares currently
held by the Estate of R. Randall Rollins, which shares are expected
to be transferred within sixty days to the R. Randall Rollins 2012
Trust. (The trustee of each of the Rollins Family Trusts, the
Charitable Lead Trust and the R. Randall Rollins 2012 Trust is a
corporation over which Mr. Gary W. Rollins has the ability to
assert control within sixty days.) It is expected that the R.
Randall Rollins 2012 Trust will distribute its Company shares
within sixty days of receipt. Also includes 16,506 shares of
Company Common Stock held by his wife. 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
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole Voting
Power
1,490,541
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,490,541
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,490,541
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11
0.5
percent
|
|
|
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.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
15
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
15
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
15
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP No. 775711 10
4
|
Page 6 of
23
|
|
1
|
Name of
Reporting Person
LOR,
Inc.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole Voting
Power
147,754,511
|
|
|
8
|
Shared
Voting Power
4,668,703*
|
|
|
9
|
Sole
Dispositive Power
147,754,511
|
|
|
10
|
Shared
Dispositive Power
4,668,703*
|
|
|
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
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
46.5
percent*
|
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes the following shares of Company common
stock: (a) 1,490,541 shares held by RFA Management Company,
LLC, a Georgia limited liability company, the manager of which is
LOR, Inc.; (b) 496,642 shares held by
RFT Investment Company, LLC. (LOR, Inc. is the manager of RFT
Investment Company, LLC); (c) 51,482 shares held by LOR Investment
Company, LLC, a Georgia limited liability company, (LOR Investment
Company, LLC is member managed, and LOR, Inc. holds a majority of
all voting interests in LOR Investment Company, LLC); (d) 2,630,023
shares held by RCTLOR, LLC, a Georgia limited liability company,
(LOR, Inc. is the managing member of RCTLOR, LLC); and (e)
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
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole Voting
Power
51,482
|
|
|
8
|
Shared
Voting Power
15*
|
|
|
9
|
Sole
Dispositive Power
51,482
|
|
|
10
|
Shared
Dispositive Power
15*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
51,497*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
Percent
|
|
|
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
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
496,642
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
496,642
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
496,642
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.2
Percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP No. 775711 10
4
|
Page 9 of
23
|
|
1
|
Name of
Reporting Person
Rollins
Holding Company, Inc.
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
6,154,399
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
6,154,399
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
6,154,399
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.9
percent
|
|
|
14
|
Type of
Reporting Person
CO
|
|
|
CUSIP No. 775711 10
4
|
Page 10 of
23
|
|
1
|
Name of
Reporting Person
RCTLOR,
LLC
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
2,630,023
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
2,630,023
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,630,023
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.8
percent
|
|
|
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
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
118,715
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
118,715
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
118,715
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
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
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)☒
(b)☐
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source
of Funds
OO
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship or
Place of Organization
United
States
|
|
|
7
|
Sole
Voting Power
213,188
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
213,188
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
213,188
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.1
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP No. 775711 10
4
|
Page 13 of
23
|
Item
1.
Security
and Issuer
This
Amendment No. 11 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, Amendment No. 9 filed
on July 2, 2020, and Amendment No. 10 filed on August 21, 2020
(collectively the “Schedule 13D, as amended”). The
Schedule 13D, as amended, is incorporated by reference herein. 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.
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 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.
|
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.
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.
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.
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.
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.
|
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.
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.
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.
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.
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.
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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.
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.
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.
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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.
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.
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.
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.
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Item
3.
Source and Amount of Funds or Other Consideration
See the
Schedule 13D, as amended for historical information. On August 11,
2020, a charitable trust of which Mr. Gary W. Rollins is a
co-trustee and as to which he shares voting and investment power
made a distribution of 74,028 shares of Company common stock to a
charitable organization, and on October 1, 2020, it made a
distribution of 931 shares to a charitable organization. On October
19, 2020, Mr. Gary Rollins ceased to be a trustee of the Ma-Ran
Foundation, and as a result, ceased to beneficially own the
3,659,092 shares of Company common stock owned by it. In addition,
on September 30, 2020, Mr. Gary W. Rollins declined to act as
executor of the Estate of R. Randall Rollins, and as a result,
would have ceased to beneficially own the 494,975 shares of Company
common stock then owned by that Estate (the Estate currently owns
486,688 shares, after distributing 8,287 shares to an Estate
beneficiary on October 1, 2020); however, it is expected that the
remaining shares in the Estate will be
transferred by the Estate within sixty days to the R. Randall
Rollins 2012 Trust (The trustee of the R. Randall Rollins 2012
Trust is a corporation over which Mr. Gary W. Rollins has the
ability to assert control within sixty days). It is expected that
the R. Randall Rollins 2012 Trust will distribute its Company
shares within sixty days of receipt. No consideration was or
is expected to be paid or received in connection with any of these
events. Mr. Gary Rollins generally receives annual grants of
restricted stock from the Company as compensation for his services
as an executive officer of the Company and periodically acquires
shares of Company common stock through his retirement plan account
and the Company’s employee stock purchase plan.
Item
4.
Purpose
of Transaction
See the
Schedule 13D, as amended.
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 4,102,375 shares of Company Common
Stock (1.3%), 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
3,841,301 shares. These shares include 3,659,092 shares of Company
Common Stock held in a charitable trust of which she is a
co-trustee and the 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. Also excludes 486,688 shares held by
the Estate of R. Randall Rollins, as to which Ms. Kreisler is a
co-executor.
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 4,045,298 shares of Company
Common Stock (1.2%). She has sole voting and dispositive power with
respect to 323,504 shares, and shared voting and dispositive power
with respect to 3,721,794 shares. These shares include 3,659,092
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. Also excludes 486,688 shares held by the Estate of
R. Randall Rollins, as to which Ms. Rollins is a
co-executor.
Mr.
Timothy C. Rollins beneficially owns 4,086,625 shares of Company
Common Stock (1.2%). He has sole voting and dispositive power with
respect to 260,200 shares, and shared voting and dispositive power
with respect to 3,826,425 shares. These shares include 3,659,092
shares of Company Common Stock held in a charitable trust of which
he is a co-trustee. Also includes 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. Also excludes 486,688 shares held by
the Estate of R. Randall Rollins, as to which Mr. Rollins is a
co-executor.
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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 5,792,742 shares of Company
Common Stock (1.8%). He has sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 5,792,742 shares. These shares include 5,792,742
shares of Company Common Stock held in a charitable trust of which
he is a co-trustee.
(c)
Other
than as referenced in Item 3 above, no transactions in Company
common stock 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.
(e)
Because Mr. Gary W.
Rollins declined to act as the executor of the Estate of Randall R.
Rollins, the Estate is not a part of the group filing this
Amendment and is not the beneficial owner of in excess of 5% of the
Company’s common stock.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See the
Schedule 13D, as amended, for historical information. Except as
disclosed in the Schedule 13D, as amended, 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).
See the
Schedule 13D, as amended, for historical information.
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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.
/s/ Gary W.
Rollins_________________________________
Date: December 9, 2020
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS I, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP
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2007 GWR GRANDCHILDREN’S PARTNERSHIP
By: /s/ Donald P.
Carson_________________________________
Date: December 9, 2020
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
ESTATE OF R. RANDALL ROLLINS
By:
/s/ Amy R.
Kreisler_________________________________
Date: December 9, 2020
Amy
R. Kreisler, Co-Executor
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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.
/s/Gary W.
Rollins________________________________
Date: December 9, 2020
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS I, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP
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2007 GWR GRANDCHILDREN’S PARTNERSHIP
By: /s/ Donald P.
Carson________________________________
Date: December 9, 2020
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
ESTATE OF R. RANDALL ROLLINS
By:
_/s/ Amy R.
Kreisler_______________________________
Date: December 9, 2020
Amy
R. Kreisler, Co-Executor