Filing Details

Accession Number:
0001104659-19-007935
Form Type:
13G Filing
Publication Date:
2019-02-13 16:24:36
Filed By:
Servicemaster Global Holdings Inc
Company:
Frontdoor Inc. (NASDAQ:FTDR)
Filing Date:
2019-02-13
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Beneficially Owned Number of Shares Beneficially Owned Number of Aggregate Shares Percent of Class
ServiceMaster Global Holdings, Inc 0 0 0
CDRSVM Investment Holding 0 0 0
CDRSVM Holding 0 0 0
The ServiceMaster Company 0 0 0
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934


 

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 (See Note 1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,734,092 (See Note 2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,734,092

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
19.8% (See Note 3)

 

 

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 (See Note 1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,734,092 (See Note 2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,734,092

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
19.8% (See Note 3)

 

 

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 (See Note 1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,734,092 (See Note 2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,734,092

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
19.8% (See Note 3)

 

 

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 (See Note 1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
16,734,092 (See Note 2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,734,092

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
19.8% (See Note 3)

 

 

12

Type of Reporting Person
OO

 


Note 1:  On October 1, 2018, ServiceMaster Global Holdings, Inc. (ServiceMaster) completed the separation of frontdoor, inc. (the Company) through the distribution of approximately 80.2% of the shares of common stock of the Company (Common Stock) to ServiceMasters stockholders.  Immediately following the distribution, ServiceMaster indirectly, beneficially owned 16,734,092 shares, or approximately 19.8%, of the outstanding shares of Common Stock.  Pursuant to a Stockholder and Registration Rights Agreement, dated as of September 28, 2018, by and between ServiceMaster and the Company, ServiceMaster granted to the Company a proxy to vote the shares of Common Stock owned by ServiceMaster and its subsidiaries immediately after the distribution in proportion to the votes cast by the Companys other stockholders.  As a result, ServiceMaster and its subsidiaries The ServiceMaster Company, LLC (SVM), CDRSVM Holding, LLC (Holding) and CDRSVM Investment Holding, LLC (Investment Holding) do not exercise voting power over any of the shares of Common Stock that they beneficially own. 

 

Note 2:  ServiceMaster is the indirect, beneficial owner of the reported shares of Common Stock.  The record holder of the reported shares of Common Stock is SVM, which is a direct, wholly owned subsidiary of Holding, which is in turn a direct, wholly owned subsidiary of Investment Holding, which is in turn a direct, wholly owned subsidiary of ServiceMaster.  ServiceMaster, SVM, Holding and Investment Holding share dispositive power with respect to the reported shares.

 

Note 3:  The denominator for this calculation is based on 84,536,832 shares of Common Stock outstanding as of November 2, 2018, as reported in the Companys Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2018.

 

5


 

Item 1(a):

Name of Issuer:
frontdoor, inc.

Item 1(b):

Address of Issuers 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

Group, in accordance with § 240.13d-1(b)(1)(ii)(j). 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:

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 ServiceMasters stockholders.  Immediately following the distribution, ServiceMaster indirectly, beneficially owned 16,734,092 shares, or approximately 19.8%, of Common Stock.

Item 4(a):

Amount beneficially owned:   

16,734,092 shares of Common Stock.

Item 4(b):

Percent of class:   

19.8%.  The percent of class is based on a denominator of 84,536,832 shares of Common Stock outstanding as of November 2, 2018, as reported in the Companys Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2018.

Item 4(c):

Number of shares of which such person has:

 

 

(i)

Sole power to vote or direct the vote:

0.

 

In connection with the spin-off, ServiceMaster and the Company entered into a Stockholder and Registration Rights Agreement, dated as of September 28, 2018, pursuant to which ServiceMaster granted to the Company a proxy to vote the shares of Common Stock owned by ServiceMaster and its subsidiaries immediately after the distribution in proportion to the votes cast by the Companys other stockholders.  As a result, ServiceMaster and its subsidiaries SVM, Holding and Investment Holding do not exercise voting power over any of the shares of Common Stock that they beneficially own.

 

(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:   

16,734,092.  ServiceMaster is the indirect, beneficial owner of the reported shares of Common Stock.  The record holder of the reported shares of Common Stock is SVM, which is a wholly owned subsidiary of Holding, which is in turn a wholly owned subsidiary of Investment Holding, which is in turn a wholly owned subsidiary of ServiceMaster.  ServiceMaster, SVM, Holding and Investment Holding share dispositive power with respect to the reported shares.

 

Item 5:

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6:

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

Not applicable.

 

Item 7:

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

This schedule is filed pursuant to Rule 13d-1(d).  See Exhibit A.

 

Item 8:

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9:

Notice of Dissolution of a Group:

Not applicable.

 

7


 

Item 10:

Certifications:

Not applicable.

 

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:  February 13, 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

 

8


 

Exhibit A

 

The following identifies the relevant subsidiary, as required under Item 7 of this Schedule 13G:

 

ServiceMaster Global Holdings, Inc. is the indirect, beneficial owner of 16,734,092 shares of Common Stock.  The record holder of such shares of Common Stock is The ServiceMaster Company, LLC, which is a direct, wholly owned subsidiary of CDRSVM Holding, LLC, which is in turn a direct, wholly owned subsidiary of CDRSVM Investment Holding, LLC, which is in turn a direct, wholly owned subsidiary of ServiceMaster Global Holdings, Inc.

 

9


 

Exhibit B

 

Joint Filing Agreement
Pursuant to Rule 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

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

 

10