Filing Details
- Accession Number:
- 0001654954-20-007296
- Form Type:
- 13D Filing
- Publication Date:
- 2020-07-02 16:31:24
- Filed By:
- Rollins R Randall
- Company:
- Rpc Inc (NYSE:RES)
- Filing Date:
- 2020-07-02
- SEC Url:
- 13D 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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| R. Randall Rollins | 1,068,606 | 146,170,896 | 1,068,606 | 146,170,896 | 147,239,502 | 68.4 percent , 14 Type of Reporting Person IN Includes 3,505,614 shares of 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 130,215,423 shares of Company Common Stock held by RFPS Investments II, L.P., a Georgia limited partnership. The general partner of RFPS Investments II, L.P. is LOR Investment Company, LLC, a Georgia limited liability company. LOR Investment Company, LLC is member managed, and LOR, Inc., a Georgia corporation, holds a majority of all voting interests in LOR Investment Company, LLC. Mr. R. Randall Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Also includes 889,242 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes 11,292,525 shares of Company Common Stock held by RFT Investment Company, LLC. LOR, Inc., is the manager of RFT Investment Company, LLC. Also includes 268,092 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. 749660 10 6 Page 3 of 36 Shares shown are those beneficially owned prior to the distribution of shares of Company Common Stock as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution and the resulting distribution of shares of Company Common Stock, the reporting person s indirect beneficial ownership of Company Common Stock will change. His indirect ownership will include additional shares of Company Common Stock owned directly by (a) LOR, Inc., a Georgia corporation (Mr. R. Randall Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc.), (b) RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC), (c) 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) Rollins Holding Company, Inc., a Georgia corporation (Mr. R. Randall Rollins is an officer and director of Rollins Holding Company, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of Rollins Holding Company, Inc.), (e) RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC), (f) 2007 GWR 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. Gary W. Rollins (Mr. R. Randall Rollins is a trustee of each such trust), (g) two revocable trusts established by Mr. R. Randall Rollins, as to each of which he is the sole trustee, and (h) seven trusts (the Rollins Family Trusts ) for the benefit of his children and or more remote descendants. (The trustee of each of the Rollins Family Trusts is a corporation over which Mr. R. Randall Rollins and Mr. Gary W. Rollins have the ability to assert control within sixty days.) Each of the entities described above will receive shares of Company Common Stock pursuant to the Dissolution. In addition, the reporting person will cease to indirectly beneficially own the shares of Common Stock of the Company owned by RFPS Investments II, L.P. that are distributed to persons other than those entities named above following the Dissolution. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the entities named above and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that he beneficially owns. CUSIP No. 749660 10 6 Page 4 of 36 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 4,266,295 , 8 Shared Voting Power 145,905,774 , 9 Sole Dispositive Power 4,266,295 , 10 Shared Dispositive Power 145,905,774 , 11 Aggregate Amount Beneficially Owned by Each Reporting Person 150,172,069 , 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 69.8 percent , 14 Type of Reporting Person IN Includes 3,505,614 shares of 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 130,215,423 shares of Company Common Stock held by RFPS Investments II, L.P., a Georgia limited partnership. The general partner of RFPS Investments II, L.P. is LOR Investment Company, LLC, a Georgia limited liability company. LOR Investment Company, LLC is member managed, and LOR, Inc., a Georgia corporation, holds a majority of all voting interests in LOR Investment Company, LLC. Mr. Gary W. Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Also includes 889,242 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc. Also includes 11,292,525 shares of Company Common Stock held by RFT Investment Company, LLC. LOR, Inc., is the manager of RFT Investment Company, LLC. Also includes 2,970 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. 749660 10 6 Page 5 of 36 Shares shown are those beneficially owned prior to the distribution of shares of Company Common Stock as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution and the resulting distribution of shares of Company Common Stock, the reporting person s direct and indirect beneficial ownership of Company Common Stock will change. His indirect ownership will include additional shares of Company Common Stock owned directly by (a) LOR, Inc., a Georgia corporation (Mr. Gary W. Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc.), (b) RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC), (c) 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) Rollins Holding Company, Inc., a Georgia corporation (Mr. Gary W. Rollins is an officer and director of Rollins Holding Company, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of Rollins Holding Company, Inc.), (e) RCTLOR, LLC, a Georgia limited liability company (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 (Mr. Gary W. Rollins is a trustee of each such trust), (g) WNEG Investments, L.P. (Mr. Gary Rollins is the sole member of the sole general partner of WNEG Investments, L.P.), (h) two revocable trusts established by Mr. Gary W. Rollins, as to each of which he is the sole trustee, and (i) seven trusts (the Rollins Family Trusts ) for the benefit of the children and or more remote descendants of his brother, Mr. R. Randall Rollins. (The trustee of each of the Rollins Family Trusts is a corporation over which Mr. R. Randall Rollins and Mr. Gary W. Rollins have the ability to assert control within sixty days.) Each of the entities described above and the reporting person will receive shares of Company Common Stock pursuant to the Dissolution. In addition, the reporting person will cease to indirectly beneficially own the shares of Common Stock of the Company owned by RFPS Investments II, L.P. that are distributed to persons other than the reporting person and those entities named above following the Dissolution. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person, the entities named above and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that he beneficially owns. CUSIP No. 749660 10 6 Page 6 of 36 1 Name of Reporting Person RFPS Management Company II, 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 RFPS Management Company II, L.P. was dissolved, effective June 30, 2020. CUSIP No. 749660 10 6 Page 7 of 36 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 889,242 8 Shared Voting Power 0 9 Sole Dispositive Power 889,242 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 889,242 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 CUSIP No. 749660 10 6 Page 8 of 36 1 Name of Reporting Person RFPS Investments II, 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 130,215,423 8 Shared Voting Power 0 9 Sole Dispositive Power 130,215,423 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 130,215,423 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 60.5 percent 14 Type of Reporting Person PN Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the distribution of shares of Company Common Stock in connection with the Dissolution, the reporting person will no longer beneficially own any shares of Company Common Stock. Currently, the number of shares of Company Common Stock to be received in the Dissolution by distributees thereof is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose that it no longer beneficially owns any shares of Company Common Stock. CUSIP No. 749660 10 6 Page 9 of 36 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 0 , 8 Shared Voting Power 142,397,190 , 9 Sole Dispositive Power 0 , 10 Shared Dispositive Power 142,397,190 , 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,397,190 , 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.2 percent , 14 Type of Reporting Person CO Includes 11,292,525 shares of Company Common Stock owned by RFT Investment Company, LLC. LOR, Inc. is the manager of RFT Investment Company, LLC. Also includes 130,215,423 shares of Company Common Stock owned by RFPS Investments II, L.P., a Georgia limited partnership. The general partner of RFPS Investments II, L.P. is 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. Also includes 889,242 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. 749660 10 6 Page 10 of 36 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution and the resulting distribution of shares of Company Common Stock, the reporting person s direct and indirect beneficial ownership of Company Common Stock will change. Its indirect ownership will include additional shares of Company Common Stock owned directly by (a) RFT Investment Company, LLC. (LOR, Inc. is the manager of RFT Investment Company, LLC), (b) 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), and (c) RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). Each of these entities will receive shares of Company Common Stock pursuant to the Dissolution. In addition, the reporting person will receive shares itself in the Distribution, and will cease to indirectly beneficially own the shares of Common Stock of the Company owned by RFPS Investments II, L.P. that are distributed to persons other than the reporting person and those entities named above following the Dissolution. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 11 of 36 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 0 , 8 Shared Voting Power 130,215,423 , 9 Sole Dispositive Power 0 , 10 Shared Dispositive Power 130,215,423 , 11 Aggregate Amount Beneficially Owned by Each Reporting Person 130,215,423 , 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 60.5 percent , 14 Type of Reporting Person OO Includes 130,215,423 shares owned by RFPS Investments II, L.P. The reporting person is the general partner of RFPS Investments II, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person s pecuniary interest. Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly and will cease to own all other shares held by RFPS Investments II, L.P. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 12 of 36 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 11,292,525 8 Shared Voting Power 0 9 Sole Dispositive Power 11,292,525 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 11,292,525 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 OO Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 13 of 36 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 CO Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 14 of 36 1 Name of Reporting Person The R. Randall Rollins Voting Trust U A dated August 25, 1994 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 15 of 36 1 Name of Reporting Person The Gary W. Rollins Voting Trust U A dated September 14, 1994 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 16 of 36 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 17 of 36 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 18 of 36 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 19 of 36 1 Name of Reporting Person The Gary W. Rollins Revocable Trust 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 20 of 36 1 Name of Reporting Person WNEG Investments, 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 21 of 36 1 Name of Reporting Person The R. Randall Rollins 2012 Trust 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 0 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 Shares shown are those beneficially owned prior to the distribution of shares of Common Stock of the Company as a result of the dissolution (the Dissolution ) of RFPS Investments II, L.P., which was effected on June 30, 2020. Following the Dissolution, the reporting person is entitled to receive shares of Common Stock of the Company that it will beneficially own directly. Currently, the number of shares of Company Common Stock to be received in the Dissolution by the reporting person and all other distributees is not known. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting person will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that it beneficially owns. CUSIP No. 749660 10 6 Page 22 of 36 Item 1. Security and Issuer This Amendment No. 12 to Schedule 13D relates to the common stock, 0.10 par value per share (the Common Stock ), of RPC, Inc., a Delaware corporation (the Company ). The original Schedule 13D was filed on November 8, 1993, as amended by Amendment No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10, 2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed on October 14, 2003, Amendment No. 5 filed on December 14, 2006, Amendment No. 6 filed on August 3, 2007, Amendment No. 7 filed on August 29, 2007, Amendment No. 8 filed on November 20, 2007, Amendment No. 9 filed on January 25, 2013, Amendment No. 10 filed on December 11, 2014, and Amendment No. 11 filed on August 7, 2019 (collectively, the Schedule 13D, as amended ). The principal executive office of the Company is located at 2801 Buford Highway NE, Suite 300 Atlanta, Georgia 30329 Item 2. Identity and Background 1. (a) R. Randall Rollins is a reporting person filing this statement. (b) His business address is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (c) His principal occupation is Chairman of the Board of the Company, engaged in the business of oil and gas field services, the business address of which is 2801 Buford Highway, Suite 300, Atlanta, Georgia 30329, Chairman of the Board of Marine Products Corporation, engaged in the business of boat manufacturing, the business address of which is 2801 Buford Highway, Suite 300, Atlanta, Georgia 30329, and Chairman of the Board of Rollins, Inc., 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. 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 Rollins, Inc., 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. 749660 10 6 Page 23 of 36 3. RFPS Management Company II, 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. 4. 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. 5. RFPS Investments II, 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. 6. 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. 7. 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. 8. 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. 749660 10 6 Page 24 of 36 (d) None. (e) None. 9. 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. 10. The R. Randall Rollins Voting Trust U A dated August 25, 1994 (the RRR Voting Trust ) is a reporting person filing this statement. RRR Voting Trust is a revocable trust established by and for the benefit of R. Randall Rollins. R. Randall Rollins is the sole trustee of RRR Voting Trust. The principal business address of RRR Voting Trust is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 11. The Gary W. Rollins Voting Trust U A dated September 14, 1994 (the GWR Voting Trust ) is a reporting person filing this statement. GWR Voting Trust is a revocable trust established by and for the benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of GWR Voting Trust. The principal business address of GWR Voting Trust is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 12. 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. 13. 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. CUSIP No. 749660 10 6 Page 25 of 36 14. 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. 15. The Gary W. Rollins Revocable Trust is a revocable trust established by and for the benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of The Gary W. Rollins Revocable Trust. The principal business address of The Gary W. Rollins Revocable Trust is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 16. WNEG Investments, 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. It is a family investment entity. (d) None. (e) None. 17. The R. Randall Rollins 2012 Trust is a revocable trust established by and for the benefit of R. Randall Rollins. R. Randall Rollins is the sole trustee of The R. Randall Rollins 2012 Trust. The principal business address of The R. Randall Rollins 2012 Trust is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (d) None. (e) None. 18. WNEG Management Company, LLC is the general partner of WNEG Investments, L.P., which 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. It is a family investment entity, and Gary W. Rollins is its sole manager and member. (d) None. (e) None. 19. (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, 2 nd Floor Cycle 360 House, Isle of Man Business Park, Douglas, Isle of Man IM2 2QZ. CUSIP No. 749660 10 6 Page 26 of 36 (d) None. (e) None. (f) United States. 20. (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. 21. (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. 22. (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. 749660 10 6 Page 27 of 36 23. (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. 24. 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. 25. 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. R. Randall Rollins is a trustee of the 1976 GWR Trusts and exercises de facto control over them. 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. 26. (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. 749660 10 6 Page 28 of 36 Item 3. Source and Amount of Funds or Other Consideration See the Schedule 13D, as amended for historical information. Shares distributed pursuant to the Transactions, as defined in Item 5 below, will be distributed for no consideration. Mr. R. Randall Rollins made a gift of 113,724 shares on December 3, 2019 from his direct personal holdings for no consideration. Mr. R. Randall Rollins generally receives annual grants of restricted stock from the Company as compensation for his service as Chairman of the Board. Item 4. Purpose of Transaction See the Schedule 13D, as amended, for historical information. All distributions pursuant to the Transactions will be effected for tax and estate planning purposes and to satisfy legal obligations. The reporting persons and the other persons listed in Item 2 have no present plans or proposals to take any actions that relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, other than through the possible dissolution of additional entities for estate or tax planning purposes (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof (c) a sale or transfer of a material amount of assets of the Company or any subsidiary thereof (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board (e) any material change in the present capitalization or dividend policy of the Company (f) any other material change in the Company s business or corporate structure (g) any changes in the Company s charter, bylaws, or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Company by any person (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended or (j) any action similar to any of those enumerated above. Notwithstanding the foregoing, the reporting persons may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Company, its subsidiaries or affiliates, or dispose or cause to be disposed, such equity or debt securities or instruments, in any amount that the reporting persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise. In addition, depending upon a variety of factors, the reporting persons may from time to time and at any time, in their sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their investment in the Company, including, among other things, proposing or effecting any matter that would constitute or result in any of the matters or effects enumerated in Items (a)-(j) of Item 4 of Schedule 13D. Further, reporting persons from time to time engage in discussions with the Company and its affiliates, and other persons, including retained outside advisers, concerning the Company s business, management, strategic alternatives and direction, including plans or proposals that would constitute or result in any of the matters or effects enumerated in Items (a)-(j). CUSIP No. 749660 10 6 Page 29 of 36 Item 5. Interest in Securities of the Issuer (a)-(b) See the cover pages to this Amendment. Shares shown below are those beneficially owned prior to the distribution of shares of Company Common Stock as a result of the dissolution of RFPS Investments II, L.P. (the Dissolution ). Following the Dissolution and the resulting distribution of shares of Company Common Stock, the reporting persons direct and or indirect beneficial ownership of Company Common Stock, and that of the other persons named in response to Item 2, will change. Currently, the number of shares of Company Common Stock to be transferred received by the reporting persons, and the other persons named in response to Item 2, as a result of the Dissolution cannot be determined. Following the completion of certain valuation exercises, which is expected to occur within 60 days, the reporting persons will amend this Schedule 13D to disclose the revised number of shares of Company Common Stock that they, and the persons named in response to Item 2, beneficially own, and update related disclosures, to reflect the distribution of shares of Company Common Stock in connection with the Dissolution. The reporting persons anticipate that members of the Rollins family and their affiliates will continue to beneficially own a majority of the outstanding Common Stock of the Company. Mr. Thomas Claiborne does not beneficially own any shares of Company Common Stock. Ms. Amy R. Kreisler beneficially owns 3,510,614 shares of Company Common Stock (0.0 % |
| Gary W. Rollins | 4,266,295 | 145,905,774 | 4,266,295 | 145,905,774 | 150,172,069 | |
| RFPS Management Company II | 0 | 0 | 0 | 0 | 0 | |
| RFA Management Company | 889,242 | 0 | 889,242 | 0 | 889,242 | |
| RFPS Investments II | 130,215,423 | 0 | 130,215,423 | 0 | 130,215,423 | |
| LOR, Inc | 0 | 142,397,190 | 0 | 142,397,190 | 142,397,190 | |
| LOR Investment Company | 0 | 130,215,423 | 0 | 130,215,423 | 130,215,423 | |
| RFT Investment Company | 11,292,525 | 0 | 11,292,525 | 0 | 11,292,525 | |
| Rollins Holding Company, Inc | 0 | 0 | 0 | 0 | 0 | |
| The R. Randall Rollins Voting Trust U A dated August | 0 | 0 | 0 | 0 | 0 | |
| The Gary W. Rollins Voting Trust U A dated September 14, 1994 | 0 | 0 | 0 | 0 | 0 | |
| RCTLOR | 0 | 0 | 0 | 0 | 0 | |
| 1997 RRR Grandchildren s Partnership | 0 | 0 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | ||
| The Gary W. Rollins Revocable Trust | 0 | 0 | 0 | 0 | 0 | |
| WNEG Investments | 0 | 0 | 0 | 0 | 0 | |
| The R. Randall Rollins | 0 | 0 | 0 | 0 | 0 |
Filing
| CUSIP No. 749660 10
6 | Page 1 of
36 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)*
| RPC,
Inc. |
| (Name
of Issuer) |
| Common
Stock, $.10 Par Value |
| (Title
of Class of Securities) |
| 749660
10 6 |
| (CUSIP
Number) |
| Stephen
D. Fox Arnall
Golden Gregory LLP171 17th Street NW, Suite
2100 Atlanta,
GA 30363 (404)
473-8500 |
| (Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
| June
30, 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. 749660 10
6 | Page 2 of
36 |
| 1 | Name of
Reporting Person 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 1,068,606*,** | |
| 8 | Shared
Voting Power 146,170,896*,** | |
| 9 | Sole
Dispositive Power 1,068,606*,** | |
| 10 | Shared
Dispositive Power 146,170,896*,** | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 147,239,502*,** | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 68.4
percent*,** | |
| 14 | Type of
Reporting Person IN | |
*
Includes 3,505,614 shares of 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 130,215,423
shares of Company Common Stock held by RFPS Investments II, L.P., a
Georgia limited partnership. The general partner of RFPS
Investments II, L.P. is LOR Investment Company, LLC, a Georgia
limited liability company. LOR Investment Company, LLC is member
managed, and LOR, Inc., a Georgia corporation, holds a majority of
all voting interests in LOR Investment Company, LLC. Mr. R. Randall
Rollins is an officer and director of LOR, Inc. Mr. R. Randall
Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc.
Also includes 889,242 shares held by RFA Management Company,
LLC, a Georgia limited liability company, the manager of which is
LOR, Inc. Also includes
11,292,525 shares of Company Common Stock held by RFT Investment
Company, LLC. LOR, Inc., is the manager of RFT Investment Company,
LLC. Also includes 268,092
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. 749660 10
6 | Page 3 of
36 |
**
Shares shown are
those beneficially owned prior to the distribution of shares of
Company Common Stock as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution and the
resulting distribution of shares of Company Common Stock, the
reporting person’s indirect beneficial ownership of Company
Common Stock will change. His indirect ownership will include
additional shares of Company Common Stock owned directly by (a)
LOR, Inc., a Georgia corporation
(Mr. R. Randall Rollins is an officer and director of LOR,
Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have
voting control of LOR, Inc.), (b) RFT Investment Company, LLC (LOR,
Inc. is the manager of RFT Investment Company, LLC), (c) 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) Rollins Holding Company, Inc., a Georgia corporation
(Mr. R. Randall Rollins is an officer and director of Rollins
Holding Company, Inc. Mr. R. Randall Rollins and Mr. Gary
W. Rollins have voting control of Rollins Holding Company, Inc.),
(e) RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is
the managing member of RCTLOR, LLC), (f) 2007 GWR
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. Gary
W. Rollins (Mr. R. Randall Rollins is a trustee of each such
trust), (g) two revocable trusts established by Mr. R. Randall
Rollins, as to each of which he is the sole trustee, and (h) seven
trusts (the “Rollins Family Trusts”) for the benefit of
his children and/or more remote descendants. (The trustee of each
of the Rollins Family Trusts is a corporation over which Mr. R.
Randall Rollins and Mr. Gary W. Rollins have the ability to assert
control within sixty days.) Each of the entities described above
will receive shares of Company Common Stock pursuant to the
Dissolution. In addition, the reporting person will cease to
indirectly beneficially own the shares of Common Stock of the
Company owned by RFPS Investments II, L.P. that are distributed to
persons other than those entities named above following the
Dissolution. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the entities named above
and all other distributees is not known. Following the completion
of certain valuation exercises, which is expected to occur within
60 days, the reporting person will amend this Schedule 13D to
disclose the revised number of shares of Company Common Stock that
he beneficially owns.
| CUSIP No. 749660 10
6 | Page 4 of
36 |
| 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 4,266,295*,** | |
| 8 | Shared
Voting Power 145,905,774*,** | |
| 9 | Sole
Dispositive Power 4,266,295*,** | |
| 10 | Shared
Dispositive Power 145,905,774*,** | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 150,172,069*,** | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 69.8
percent*,** | |
| 14 | Type of
Reporting Person IN | |
*
Includes 3,505,614 shares of 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 130,215,423
shares of Company Common Stock held by RFPS Investments II, L.P., a
Georgia limited partnership. The general partner of RFPS
Investments II, L.P. is LOR Investment Company, LLC, a Georgia
limited liability company. LOR Investment Company, LLC is member
managed, and LOR, Inc., a Georgia corporation, holds a majority of
all voting interests in LOR Investment Company, LLC. Mr. Gary W.
Rollins is an officer and director of LOR, Inc. Mr. R. Randall
Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc.
Also includes 889,242 shares held by RFA Management Company,
LLC, a Georgia limited liability company, the manager of which is
LOR, Inc. Also includes
11,292,525 shares of Company Common Stock held by RFT Investment
Company, LLC. LOR, Inc., is the manager of RFT Investment Company,
LLC. Also includes 2,970 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. 749660 10
6 | Page 5 of
36 |
**
Shares shown are
those beneficially owned prior to the distribution of shares of
Company Common Stock as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution and the
resulting distribution of shares of Company Common Stock, the
reporting person’s direct and indirect beneficial ownership
of Company Common Stock will change. His indirect ownership will
include additional shares of Company Common Stock owned directly by
(a) LOR, Inc., a Georgia corporation
(Mr. Gary W. Rollins is an officer and director of LOR, Inc.
Mr. R. Randall Rollins and Mr. Gary W. Rollins have
voting control of LOR, Inc.), (b) RFT Investment Company, LLC (LOR,
Inc. is the manager of RFT Investment Company, LLC), (c) 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) Rollins Holding Company, Inc., a Georgia corporation
(Mr. Gary W. Rollins is an officer and director of Rollins
Holding Company, Inc. Mr. R. Randall Rollins and Mr. Gary
W. Rollins have voting control of Rollins Holding Company, Inc.),
(e) RCTLOR, LLC, a Georgia limited liability company (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 (Mr. Gary W. Rollins is a trustee of each such
trust), (g) WNEG Investments, L.P. (Mr. Gary Rollins is the
sole member of the sole general partner of WNEG Investments, L.P.),
(h) two revocable trusts established
by Mr. Gary W. Rollins, as to each of which he is the sole trustee,
and (i) seven trusts (the “Rollins Family Trusts”) for
the benefit of the children and/or more remote descendants of his
brother, Mr. R. Randall Rollins. (The trustee of each of the
Rollins Family Trusts is a corporation over which Mr. R. Randall
Rollins and Mr. Gary W. Rollins have the ability to assert control
within sixty days.) Each of the entities described above and the
reporting person will receive shares of Company Common Stock
pursuant to the Dissolution. In addition, the reporting person will
cease to indirectly beneficially own the shares of Common Stock of
the Company owned by RFPS Investments II, L.P. that are distributed
to persons other than the reporting person and those entities named
above following the Dissolution. Currently, the number of shares of
Company Common Stock to be received in the Dissolution by the
reporting person, the entities named above and all other
distributees is not known. Following the completion of certain
valuation exercises, which is expected to occur within 60 days, the
reporting person will amend this Schedule 13D to disclose the
revised number of shares of Company Common Stock that he
beneficially owns.
| CUSIP No. 749660 10
6 | Page 6 of
36 |
| 1 | Name of
Reporting Person RFPS
Management Company II, 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 0* | |
| 8 | Shared
Voting Power 0* | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0* | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
RFPS Management Company II, L.P. was
dissolved, effective June 30, 2020.
| CUSIP No. 749660 10
6 | Page 7 of
36 |
| 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
889,242 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power
889,242 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person
889,242 | |
| 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 | |
| CUSIP No. 749660 10
6 | Page 8 of
36 |
| 1 | Name of
Reporting Person RFPS
Investments II, 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
130,215,423* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power
130,215,423* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person
130,215,423* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 60.5
percent* | |
| 14 | Type of
Reporting Person PN | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the distribution of shares of
Company Common Stock in connection with the Dissolution, the
reporting person will no longer beneficially own any shares of
Company Common Stock. Currently, the
number of shares of Company Common Stock to be received in the
Dissolution by distributees thereof is not known. Following the
completion of certain valuation exercises, which is expected to
occur within 60 days, the reporting person will amend this Schedule
13D to disclose that it no longer beneficially owns any shares of
Company Common Stock.
| CUSIP No. 749660 10
6 | Page 9 of
36 |
| 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 0*,** | |
| 8 | Shared
Voting Power 142,397,190*,** | |
| 9 | Sole
Dispositive Power 0*,** | |
| 10 | Shared
Dispositive Power 142,397,190*,** | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 142,397,190*,** | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 66.2
percent*,** | |
| 14 | Type of
Reporting Person CO | |
*
Includes 11,292,525 shares of Company Common Stock
owned by RFT Investment Company, LLC. LOR, Inc. is the manager of
RFT Investment Company, LLC. Also includes 130,215,423 shares of
Company Common Stock owned by RFPS Investments II, L.P., a Georgia
limited partnership. The general partner of RFPS Investments II,
L.P. is 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. Also includes 889,242 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. 749660 10
6 | Page 10 of
36 |
**
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution and the
resulting distribution of shares of Company Common Stock, the
reporting person’s direct and indirect beneficial ownership
of Company Common Stock will change. Its indirect ownership will
include additional shares of Company Common Stock owned directly by
(a) RFT Investment Company, LLC. (LOR,
Inc. is the manager of RFT Investment Company, LLC), (b) 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),
and (c) RCTLOR, LLC, a Georgia limited liability company (LOR, Inc.
is the managing member of RCTLOR, LLC). Each of these entities will
receive shares of Company Common Stock pursuant to the Dissolution.
In addition, the reporting person will receive shares itself in the
Distribution, and will cease to indirectly beneficially own the
shares of Common Stock of the Company owned by RFPS Investments II,
L.P. that are distributed to persons other than the reporting
person and those entities named above following the Dissolution.
Currently, the number of shares of Company Common Stock to be
received in the Dissolution by the reporting person and all other
distributees is not known. Following the completion of certain
valuation exercises, which is expected to occur within 60 days, the
reporting person will amend this Schedule 13D to disclose the
revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 11 of
36 |
| 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 0*,** | |
| 8 | Shared
Voting Power
130,215,423*,** | |
| 9 | Sole
Dispositive Power 0*,** | |
| 10 | Shared
Dispositive Power
130,215,423*,** | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person
130,215,423*,** | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11) 60.5
percent*,** | |
| 14 | Type of
Reporting Person OO | |
*
Includes
130,215,423 shares owned by
RFPS Investments II, L.P. The reporting person is the general
partner of RFPS Investments II, L.P. The reporting person disclaims
beneficial ownership of these shares except to the extent of the
reporting person’s pecuniary interest.
**
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly and will cease to own all
other shares held by RFPS Investments II, L.P. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 12 of
36 |
| 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 11,292,525* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 11,292,525* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 11,292,525* | |
| 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 OO | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 13 of
36 |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 CO | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 14 of
36 |
| 1 | Name of
Reporting Person The R.
Randall Rollins Voting Trust U/A dated August 25, 1994 | |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 15 of
36 |
| 1 | Name of
Reporting Person The
Gary W. Rollins Voting Trust U/A dated September 14,
1994 | |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 16 of
36 |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 17 of
36 |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 18 of
36 |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 19 of
36 |
| 1 | Name of
Reporting Person The
Gary W. Rollins Revocable Trust | |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 20 of
36 |
| 1 | Name of
Reporting Person WNEG
Investments, 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 21 of
36 |
| 1 | Name of
Reporting Person The R.
Randall Rollins 2012 Trust | |
| 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 0* | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 0* | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 0* | |
| 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 | |
*
Shares shown are
those beneficially owned prior to the distribution of shares of
Common Stock of the Company as a result of the dissolution (the
“Dissolution”) of RFPS Investments II, L.P., which was
effected on June 30, 2020. Following the Dissolution, the reporting
person is entitled to receive shares of Common Stock of the Company
that it will beneficially own directly. Currently, the number of shares of Company Common
Stock to be received in the Dissolution by the reporting person and
all other distributees is not known. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting person will amend this Schedule 13D to disclose
the revised number of shares of Company Common Stock that it
beneficially owns.
| CUSIP No. 749660 10
6 | Page 22 of
36 |
Item
1.
Security and Issuer
This
Amendment No. 12 to Schedule 13D relates to the common stock, $0.10
par value per share (the “Common Stock”), of RPC, Inc.,
a Delaware corporation (the “Company”). The original
Schedule 13D was filed on November 8, 1993, as amended by Amendment
No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10,
2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed
on October 14, 2003, Amendment No. 5 filed on December 14, 2006,
Amendment No. 6 filed on August 3, 2007, Amendment No. 7 filed on
August 29, 2007, Amendment No. 8 filed on November 20, 2007,
Amendment No. 9 filed on January 25, 2013, Amendment No. 10 filed
on December 11, 2014, and Amendment No. 11 filed on August 7, 2019
(collectively, the “Schedule 13D, as amended”). The
principal executive office of the Company is located
at:
| | | 2801
Buford Highway NE, Suite 300 |
| | | Atlanta,
Georgia 30329 |
Item
2.
Identity and Background
1.
(a)
R. Randall Rollins is a reporting person filing this
statement.
(b)
His business
address is 2170 Piedmont Road, N.E., Atlanta, Georgia
30324.
(c)
His principal
occupation is Chairman of the Board of the Company, engaged in the
business of oil and gas field services, the business address of
which is 2801 Buford Highway, Suite 300, Atlanta, Georgia 30329,
Chairman of the Board of Marine Products Corporation, engaged in
the business of boat manufacturing, the business address of which
is 2801 Buford Highway, Suite 300, Atlanta, Georgia 30329, and
Chairman of the Board of Rollins, Inc., 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.
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 Rollins,
Inc., 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.
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3.
RFPS Management
Company II, 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.
4.
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.
5.
RFPS Investments
II, 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.
6.
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.
7.
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.
8.
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. 749660 10
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(d)
None.
(e)
None.
9.
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.
10.
The R. Randall
Rollins Voting Trust U/A dated August 25, 1994 (the “RRR
Voting Trust”) is a reporting person filing this statement.
RRR Voting Trust is a revocable trust established by and for the
benefit of R. Randall Rollins. R. Randall Rollins is the sole
trustee of RRR Voting Trust. The principal business address of RRR
Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley
Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
11.
The Gary W. Rollins
Voting Trust U/A dated September 14, 1994 (the “GWR Voting
Trust”) is a reporting person filing this statement. GWR
Voting Trust is a revocable trust established by and for the
benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of
GWR Voting Trust. The principal business address of GWR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
(d)
None.
(e)
None.
12.
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.
13.
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.
| CUSIP No. 749660 10
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14.
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.
15.
The Gary W. Rollins
Revocable Trust is a revocable trust established by and for the
benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of
The Gary W. Rollins Revocable Trust. The principal business address
of The Gary W. Rollins Revocable Trust is c/o RFA Management
Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329.
(d)
None.
(e)
None.
16.
WNEG Investments,
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. It is a family investment entity.
(d)
None.
(e)
None.
17.
The R. Randall
Rollins 2012 Trust is a revocable trust established by and for the
benefit of R. Randall Rollins. R. Randall Rollins is the sole
trustee of The R. Randall Rollins 2012 Trust. The principal
business address of The R. Randall Rollins 2012 Trust is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329.
(d)
None.
(e)
None.
18.
WNEG Management
Company, LLC is the general partner of WNEG Investments, L.P.,
which 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. It is a family investment entity, and Gary W.
Rollins is its sole manager and member.
(d)
None.
(e)
None.
19.
(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.
| CUSIP No. 749660 10
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(d)
None.
(e)
None.
(f)
United
States.
20.
(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.
21.
(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.
22.
(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. 749660 10
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23.
(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.
24.
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.
25.
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. R. Randall Rollins is a
trustee of the 1976 GWR Trusts and exercises de facto control over
them. 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.
26.
(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. 749660 10
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Item
3.
Source and Amount of Funds or Other Consideration
See the
Schedule 13D, as amended for historical information. Shares
distributed pursuant to the Transactions, as defined in Item 5
below, will be distributed for no consideration. Mr. R. Randall
Rollins made a gift of 113,724
shares on December 3, 2019 from his direct personal holdings
for no consideration. Mr. R. Randall Rollins generally receives
annual grants of restricted stock from the Company as compensation
for his service as Chairman of the Board.
Item
4.
Purpose of Transaction
See the
Schedule 13D, as amended, for historical information. All
distributions pursuant to the Transactions will be effected for tax
and estate planning purposes and to satisfy legal obligations. The
reporting persons and the other persons listed in Item 2 have no
present plans or proposals to take any actions that relate to or
would result in:
(a) the
acquisition by any person of additional securities of the Company
or the disposition of securities of the Company, other than through
the possible dissolution of additional entities for estate or tax
planning purposes;
(b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
subsidiary thereof;
(c) a sale or
transfer of a material amount of assets of the Company or any
subsidiary thereof;
(d) any
change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e) any
material change in the present capitalization or dividend policy of
the Company;
(f) any
other material change in the Company’s business or corporate
structure;
(g) any
changes in the Company’s charter, bylaws, or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a
class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class
of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any
action similar to any of those enumerated above.
Notwithstanding the
foregoing, the reporting persons may from time to time and at any
time, in their sole discretion, acquire or cause to be acquired,
additional equity or debt securities or other instruments of the
Company, its subsidiaries or affiliates, or dispose or cause to be
disposed, such equity or debt securities or instruments, in any
amount that the reporting persons may determine in their sole
discretion, through open market transactions, privately negotiated
transactions or otherwise. In addition, depending upon a variety of
factors, the reporting persons may from time to time and at any
time, in their sole discretion, consider, formulate and implement
various plans or proposals intended to enhance the value of their
investment in the Company, including, among other things, proposing
or effecting any matter that would constitute or result in any of
the matters or effects enumerated in Items (a)-(j) of Item 4 of
Schedule 13D. Further, reporting persons from time to time engage
in discussions with the Company and its affiliates, and other
persons, including retained outside advisers, concerning the
Company’s business, management, strategic alternatives and
direction, including plans or proposals that would constitute or
result in any of the matters or effects enumerated in Items
(a)-(j).
| CUSIP No. 749660 10
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Item
5.
Interest in Securities of the Issuer
(a)-(b) See
the cover pages to this Amendment. Shares shown below are those
beneficially owned prior to the distribution of shares of Company
Common Stock as a result of the dissolution of RFPS Investments II,
L.P. (the “Dissolution”). Following the Dissolution and
the resulting distribution of shares of Company Common Stock, the
reporting persons’ direct and/or indirect beneficial
ownership of Company Common Stock, and that of the other persons
named in response to Item 2, will change. Currently, the number of shares of Company Common
Stock to be transferred/received by the reporting persons, and the
other persons named in response to Item 2, as a result of the
Dissolution cannot be determined. Following the completion of
certain valuation exercises, which is expected to occur within 60
days, the reporting persons will amend this Schedule 13D to
disclose the revised number of shares of Company Common Stock that
they, and the persons named in response to Item 2, beneficially
own, and update related disclosures, to reflect the distribution of
shares of Company Common Stock in connection with the Dissolution.
The reporting persons anticipate that members of the Rollins family
and their affiliates will continue to beneficially own a majority
of the outstanding Common Stock of the Company.
Mr.
Thomas Claiborne does not beneficially own any shares of Company
Common Stock.
Ms. Amy
R. Kreisler beneficially owns 3,510,614 shares of Company Common
Stock (0.0 %). She has sole voting and dispositive power with
respect to 5,000 shares, and shared voting and dispositive power
with respect to 3,505,614 shares. These shares include 3,505,614
shares of Company Common Stock held in two charitable trusts of
which she is a co-trustee or Executive Director. Excludes 799,679
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 872,613 shares of Company
Common Stock (0.0%). She has sole voting and dispositive power with
respect to 10,000 shares, and shared voting and dispositive power
with respect to 862,613 shares. These shares include 862,613 shares
of Company Common Stock held in a charitable trust of which she is
a co-trustee. Excludes 799,679 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 4,030 shares of Company Common
Stock (0.0%). He has sole voting and dispositive power with respect
to 2,500 shares, and shared voting and dispositive power with
respect to 1,530 shares. These shares include 1,530 shares of
Company Common Stock held by his spouse. Excludes 799,679 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 zero shares of Company Common
Stock (0.0%).
The
1976 GWR Trusts beneficially own zero shares of Company Common
Stock (0.0%).
WNEG
Management Company, LLC beneficially owns zero shares of Company
Common Stock (0.0%).
Mr.
Donald P. Carson beneficially owns zero shares of Company Common
Stock (0.0%).
| CUSIP No. 749660 10
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(c)
The
following transactions (the “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 II, L.P. dissolved and distributed 128,987,023
shares of Company Common Stock to RFPS Investments II, L.P. and
889,242 shares of Company Common Stock
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 II, L.P. dissolved and will distribute 130,215,423 shares of Company Common Stock
to its equity holders, for no consideration.
In connection with the distribution of shares by RFPS Investments
II, L.P. in connection with its Dissolution on June 30, 2020
described above, the following persons are expected to receive
shares of Company Common Stock, for no consideration:
o
LOR,
Inc.
o
LOR
Investment Company, LLC
o
Rollins
Holding Company, Inc.
o
RFT
Investment Company, LLC
o
RRR
Voting Trust
o
GWR
Voting Trust
o
RCTLOR,
LLC
o
1997
RRR Grandchildren’s Partnership
o
2007
GWR Grandchildren’s Partnership
o
Gary
W. Rollins
o
Amy
R. Kreisler
o
Pamela
R. Rollins
o
Timothy
C. Rollins
o
2002
Amy R. Kreisler Trust
o
2002
Pamela R. Rollins Trust
o
2002
Timothy C. Rollins Trust
o
Other
Rollins Family Trusts
o
The
Gary W. Rollins Revocable Trust
o
WNEG Investments,
L.P.
o
The
R. Randall Rollins 2012 Trust
(d)
None.
(e)
On June 30, 2020,
RFPS Management Company II, L.P. ceased to beneficially own in
excess of 5% of the outstanding shares of Common Stock of the
Company.
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.
| CUSIP No. 749660 10
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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
| CUSIP No. 749660 10
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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.
RFPS MANAGEMENT COMPANY II, L.P.
By: RFA MANAGEMENT COMPANY, LLC, General Partner
By: LOR, INC., Manager
By: /s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, Vice President
RFT INVESTMENT COMPANY, LLC
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, Vice President
RFA MANAGEMENT COMPANY, LLC
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, Vice President
RFPS INVESTMENTS II, L.P.
By: LOR INVESTMENT COMPANY, LLC, General
Partner
By: LOR, INC., Class A Member
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, President
LOR INVESTMENT COMPANY, LLC
By: LOR, INC., Class A Member
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, President
ROLLINS HOLDING COMPANY, INC.
By: /s/ Gary W. Rollins
Date: June 30,
2020
Gary W. Rollins, Vice
President
R. RANDALL ROLLINS VOTING TRUST U/A
DATED AUGUST 25, 1994
By:
/s/ Randall
Rollins
R.
Randall Rollins, trustee
Date: June 30,
2020
| CUSIP No. 749660 10
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36 |
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994
By:
/s/ Gary W. Rollins
Gary
W. Rollins,
trustee
Date: June 30,
2020
RCTLOR, LLC
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June
30,2020
Gary
W. Rollins, Vice President
LOR, INC.
By: /s/ Gary W. Rollins
Date: June 30,
2020
Gary W. Rollins, Vice
President
1997 RRR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Gary W. Rollins
Gary
W. Rollins, as co-trustee of the
1976
RRR Trusts, each a General Partner
Date: June 30,
2020
2007 GWR GRANDCHILDREN’S PARTNERSHIP
By: /s/ Randall
Rollins
R.
Randall Rollins, as co-trustee of the
1976
GWR Trusts, each a General
Partner
Date: June 30,
2020
GARY W. ROLLINS REVOCABLE TRUST
By:
/s/ Gary W. Rollins
Gary
W. Rollins,
trustee
Date: June 30,
2020
WNEG INVESTMENTS, L.P.
By: WNEG MANAGEMENT COMPANY, LLC,
General
Partner
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary W. Rollins, Sole Manager and Member
R. RANDALL ROLLINS 2012 TRUST
By: /s/ Randall
Rollins
R.
Randall Rollins, trustee
Date: June 30,
2020
/s/ Randall
Rollins
Date: June 30,
2020
R. RANDALL ROLLINS
/s/ Gary W. Rollins
Date: June 30,
2020
GARY W. ROLLINS
| CUSIP No. 749660 10
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EXHIBIT A
The
undersigned each hereby certifies and agrees that the above
Amendment to Schedule 13D concerning securities issued by RPC, Inc.
is being filed on behalf of each of the undersigned.
RFPS MANAGEMENT COMPANY II, L.P.
By: RFA MANAGEMENT COMPANY, LLC, General Partner
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, Vice President
RFT INVESTMENT COMPANY, LLC
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, Vice President
RFA MANAGEMENT COMPANY, LLC
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, Vice President
RFPS INVESTMENTS II, L.P.
By: LOR INVESTMENT COMPANY, LLC, General
Partner
By: LOR, INC., Class A Member
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, President
LOR INVESTMENT COMPANY, LLC
By: LOR, INC., Class A Member
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary
W. Rollins, President
ROLLINS HOLDING COMPANY, INC.
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary W. Rollins, Vice
President
R. RANDALL ROLLINS VOTING TRUST U/A
DATED AUGUST 25, 1994
By: /s/ Randall
Rollins
R.
Randall Rollins, trustee
Date: June 30,
2020
| CUSIP No. 749660 10
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GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994
By:
/s/ Gary W. Rollins
Gary
W. Rollins, trustee
Date: June 30,
2020
RCTLOR, LLC
By: LOR, INC., Manager
By:
/s/ Gary W. Rollins
Date: June
30,2020
Gary
W. Rollins, Vice President
LOR, INC.
By: /s/ Gary W. Rollins
Date: June 30,
2020
Gary W. Rollins, Vice
President
1997 RRR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Gary W. Rollins
Gary
W. Rollins, as co-trustee of the
1976
RRR Trusts, each a General Partner
Date: June 30,
2020
2007 GWR GRANDCHILDREN’S PARTNERSHIP
By: /s/ Randall
Rollins
R.
Randall Rollins, as co-trustee of the
1976
GWR Trusts, each a General
Partner
Date: June 30,
2020
GARY W. ROLLINS REVOCABLE TRUST
By:
/s/ Gary W. Rollins
Gary
W. Rollins,
trustee
Date: June 30,
2020
WNEG INVESTMENTS, L.P.
By: WNEG MANAGEMENT COMPANY, LLC,
General
Partner
By:
/s/ Gary W. Rollins
Date: June 30,
2020
Gary W. Rollins, Sole Manager and Member
R. RANDALL ROLLINS 2012 TRUST
By: /s/ Randall
Rollins
R.
Randall Rollins, trustee
Date: June 30,
2020
/s/ Randall
Rollins
Date: June 30,
2020
R. RANDALL ROLLINS
/s/ Gary W. Rollins
Date: June 30,
2020
GARY W. ROLLINS
| CUSIP No. 749660 10
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EXHIBIT B
TO:
Partners of RFPS Investments II, L.P. (the
“Partnership”)
FROM:
LOR Investment Company, LLC, General Partner
DATE:
June 30, 2020
RE:
Plan of Dissolution of RFPS Investments II, L.P. (the
“Partnership”)
Reference
is made to that certain unanimous resolution of the Common Partners
of the Partnership to dissolve and wind up the Partnership as of
the date hereof. Paragraph 10.2 of that certain Limited Partnership
Agreement of the Partnership effective as of December 31, 2002 (the
“Partnership
Agreement”), provides, among other things, that upon
the dissolution of the Partnership, the General Partner may
liquidate the assets of the Partnership and distribute the proceeds
from any such liquidation to the creditors and Partners of the
Partnership. All other unliquidated Partnership assets shall be
distributed in kind.
The
Partnership assets include certain Notes Receivable payable to the
Partnership by certain Partners. The purpose of this memorandum is
to document the General Partner’s intention that, in
connection with the distribution of assets pursuant to the
dissolution referenced above:
1. Each
Partner that is the obligor of any such Note Receivable shall
receive in partial satisfaction of such Partner’s share of
said distribution that portion or the entirety of any such Note
Receivable payable by such Partner, as the case may be, that does
not exceed the basis of the Partner’s interest in the
Partnership for federal income tax purposes;
2. The
Partnership shall distribute to LOR, Inc., a Common Partner of the
Partnership (“LOR”), the balance of the Notes
Receivable in partial satisfaction of LOR’s share of said
distribution; and
3. The
amount of other assets to be distributed in kind to any such
obligor-Partner and to LOR, including shares of RPC, Inc. common
stock, shall be accordingly reduced to the extent necessary to
ensure that the total assets distributed to each Partner in
connection with the dissolution will have the fair market value (as
determined by the General Partner in compliance with the
Partnership Agreement) to which that Partner is entitled under the
Partnership Agreement, consistent with that certain Agreement for
Dissolution of Partnership of even date herewith and to which the
General Partner and all other Partners are parties.
Sincerely,
______/s/ Gary W.
Rollins__________________________________
Gary W.
Rollins, as Vice President of LOR, Inc., Class A
Member