RPC,
Inc.
|
(Name
of Issuer)
|
Common
Stock, $.10 Par Value
|
(Title
of Class of Securities)
|
749660
10 6
|
(CUSIP
Number)
|
Robert
F. Dow
171
17th
Street NW
Suite
2100
Atlanta,
Georgia 30363-1031
(404)
873-8706
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
November
16, 2007
|
Date
of Event which Requires Filing of this
Statement)
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
R.
Randall
Rollins
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
00
|
|
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
1,825,358***
|
|
8
|
Shared
Voting Power
62,384,125*
|
|
9
|
Sole
Dispositive Power
1,825,358***
|
|
10
|
Shared
Dispositive Power
62,384,125*
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,209,483*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
x
|
13
|
Percent
of Class Represented by Amount in Row (11)
65.3
percent*
|
|
14
|
Type
of Reporting Person
IN
|
*
|
Does
not include 101,254** shares of the Company held by his
wife. Includes 57,537,985** shares of the Company held by RFPS
Management Company II, L.P. of which RFA Management Company, LLC
(“General
Partner”), a Georgia limited liability
company, is the general partner, and 4,572,900**
shares held by RFT Investment Company, LLC (“RFT”). The voting
interests of the General Partner are held by two revocable trusts,
one of
which each of Gary or Randall Rollins is the grantor and sole
trustee. LOR, Inc. is the manager of the General Partner and
the manager of RFT. Also includes 273,240** shares of common
stock in two trusts of which he is Co-Trustee and as to which he
shares
voting and investment power. Adjusted to reflect the following
three-for-two stock splits: effective February 10, 2005, paid March
10,
2005; effective October 25, 2005, paid December 12, 2005; and effective
November 10, 2006, paid December 11,
2006.
|
**
|
Mr.
Rollins disclaims any beneficial interest in these
holdings.
|
***
|
Includes
7,290** shares of common stock held as Trustee, Guardian, or Custodian
for
his children. Also includes options to purchase 337,500 shares,
which are currently exercisable or will become exercisable within
60 days
of the date hereof, and 90,500 shares of restricted
stock.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
Gary
W. Rollins
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
00
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d)
or 2(e)
|
¨
|
6
|
Citizenship
or Place of Organization
United
States
|
|
7
|
Sole
Voting Power
2,451,186***
|
|
8
|
Shared
Voting Power
62,384,125*
|
|
9
|
Sole
Dispositive Power
2,384,186***
|
|
10
|
Shared
Dispositive Power
62,384,125*
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,835,311*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
x
|
13
|
Percent
of Class Represented by Amount in Row (11)
66.1
percent*
|
|
14
|
Type
of Reporting Person
IN
|
*
|
Does
not include 202,513** shares of the Company held by his
wife. Includes 57,537,985** shares of the Company held by RFPS
Management Company II, L.P. of which RFA Management Company, LLC
(“General
Partner”), a Georgia limited liability
company, is the general partner, and 4,572,900**
shares held by RFT Investment Company, LLC (“RFT”). The voting
interests of the General Partner are held by two revocable trusts,
one of
which each of Gary or Randall Rollins is the grantor and sole
trustee. LOR, Inc. is the manager of the General Partner and
the manager of RFT. Includes 273,240** shares of common stock
in two trusts of which he is Co-Trustee and as to which he shares
voting
and investment power. Adjusted to reflect the following
three-for-two stock splits: effective February 10, 2005, paid
March 10, 2005; effective October 25, 2005, paid December 12, 2005;
and
effective November 10, 2006, paid December 11,
2006.
|
**
|
Mr.
Rollins disclaims any beneficial interest in these
holdings.
|
***
|
Includes
172,110 shares of Company Common Stock held as Trustee, Guardian
or
Custodian.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFPS
Management Company II,
L.P.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
00
|
|
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
57,537,985*
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
57,537,985*
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
57,537,985*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
58.7
percent
|
|
14
|
Type
of Reporting Person
PN
|
*
|
Adjusted
to reflect the three-for-two stock splits: effective February
10, 2005, paid March 10, 2005; effective October 25, 2005, paid December
12, 2005; and effective November 10, 2006, paid December 11,
2006.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFA
Management Company,
LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
00
|
|
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
57,537,985*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
57,537,985*
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
57,537,985*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
58.7
percent
|
|
14
|
Type
of Reporting Person
OO
|
*
|
Includes
57,537,985 shares owned by RFPS Management Company II, L.P. (the
“Partnership”). The reporting person is the general partner of
the Partnership. The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting person’s
pecuniary interest. Adjusted to reflect the three-for-two stock
split(s): effective February 10, 2005, paid March 10, 2005;
effective October 25, 2005, paid December 12, 2005; and effective
November 10, 2006, paid December 11,
2006.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFPS
Investments II,
L.P.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
00
|
|
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
57,537,985*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
57,537,985*
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
57,537,985*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
58.7
percent
|
|
14
|
Type
of Reporting Person
PN
|
*
|
Includes
57,537,985 shares owned by RFPS Management Company II, L.P. (the
“Partnership”). The reporting person is a limited partner of
the Partnership. The reporting person disclaims beneficial
ownership of these shares except to the extent of the reporting person’s
pecuniary interest. Adjusted to reflect the following
three-for-two stock splits: effective February 10, 2005, paid
March 10, 2005, October 25, 2005, paid December 12, 2005; and effective
November 10, 2006, paid December 11,
2006.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
LOR,
Inc.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
WC,
00, AF
|
|
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
62,110,885*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
62,110,885*
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
62,110,885*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
63.4
percent
|
|
14
|
Type
of Reporting Person
CO
|
*
|
Includes
57,537,985 shares owned by RFPS Management Company II, L.P. (the
“Partnership”), and 4,572,900 shares held by RFT Investment Company LLC
(“RFT”). The reporting person is the manager of the General
Partner of the Partnership. The reporting person disclaims
beneficial ownership of these shares except to the extent of the
reporting
person’s pecuniary interest. Adjusted to reflect the following
three-for-two stock splits: effective February 10, 2005, paid
March 10, 2005; effective October 25, 2005, paid December 12, 2005;
and
effective November 10, 2006, paid December 11,
2006.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
LOR
Investment Company,
LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
00
|
|
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
57,537,985*
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
57,537,985*
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
57,537,985*
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
58.7
percent
|
|
14
|
Type
of Reporting Person
OO
|
*
|
Includes
57,537,985 shares owned by RFPS Management Company II, L.P. (the
“Partnership”). The reporting person is the general partner of
the limited partner of the Partnership. The reporting person
disclaims beneficial ownership of these shares except to the extent
of the
reporting person’s pecuniary interest. Adjusted to reflect the
following three-for-two stock splits: effective February 10,
2005, paid March 10, 2005, effective October 25, 2005, paid December
12,
2005; and effective November 10, 2006, paid December 11,
2006.
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
RFT
Investment Company
LLC.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)x
(b)¨
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
WC,
AF
|
|
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
4,572,900
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
4,572,900
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,572,900
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.7
percent
|
|
14
|
Type
of Reporting Person
OO
|
1.
|
(a) R.
Randall Rollins is a person filing this
statement.
|
2.
|
(a) Gary
W. Rollins is a person filing this
statement.
|
3.
|
(a) RFPS
Management Company II, L.P. is a reporting person filing this
statement.
|
4.
|
(a) RFA
Management Company, LLC is a reporting person filing this
statement.
|
6.
|
(a) LOR,
Inc. is a reporting person filing this
statement.
|
7.
|
(a) LOR
Investment Company, LLC is a reporting person filing this
statement.
|
Date
|
Shares
|
Price
|
9/10/07
|
47,900
|
$13.077
|
9/11/07
|
800
|
$13.2075
|
10/26/07
|
88,800
|
$11.1022
|
10/29/07
|
41,600
|
$11.1421
|
10/30/07
|
117,800
|
$11.0769
|
10/31/07
|
48,700
|
$11.1382
|
11/1/07
|
91,700
|
$10.9823
|
11/2/07
|
117,800
|
$10.952
|
11/5/07
|
82,700
|
$10.9831
|
11/6/07
|
114,200
|
$10.9685
|
11/7/07
|
50,000
|
$10.99
|
11/15/07
|
111,600
|
$10.9189
|
11/16/07
|
92,500
|
$10.9691
|
11/19/07
|
163,000
|
$10.8666
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|