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Filing Details

Accession Number:
0001104659-19-017226
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-03-25 20:21:57
Reporting Period:
2019-03-21
Accepted Time:
2019-03-25 20:21:57
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1699136 Cactus Inc. WHD Oil & Gas Field Machinery & Equipment (3533) 352586106
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1701687 Steven Bender 920 Memorial City Way, Suite 300
Houston TX 77024
Vp Of Operations No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class B Common Stock Acquisiton 2019-03-21 228,880 $0.00 228,880 No 4 A Direct
Class B Common Stock Disposition 2019-03-21 228,880 $0.00 0 No 4 D Direct
Class A Common Stock Acquisiton 2019-03-21 228,880 $0.00 236,700 No 4 J Direct
Class A Common Stock Disposition 2019-03-21 228,880 $35.93 7,820 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 D Direct
No 4 J Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Units Acquisiton 2019-03-21 228,880 $0.00 228,880 $0.00
Class A Common Stock Units Disposition 2019-03-21 228,880 $0.00 228,880 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
228,880 No 4 A Direct
0 No 4 J Direct
Footnotes
  1. These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 21, 2019 (the "Offering"). In connection with the Offering, the Reporting Person redeemed a portion of his ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises (the "Cactus Enterprises Agreement"), in return for which Cactus Enterprises distributed to the Reporting Person, a corresponding number of shares of Class B Common Stock and a corresponding number of Units (as defined below).
  2. These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
  3. These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person acquired a corresponding number of shares of Class A Common Stock.
  4. "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
  5. The first amended and restated limited liability company operating agreement of Cactus LLC provides the holders of Units with certain rights to cause Cactus LLC to acquire all or at least a minimum portion of their Units for, at Cactus LLC's election, (x) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash (the "Redmeption Right"). In connection with the Offering, the Reporting Person exercised his Redemption Right with respect to Units owned by him.
  6. Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the right (the "Call Right") to acquire each tendered Unit directly from the exchanging Unit holder for, at its election, (x) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. In connection with the Offering, the Issuer exercised its Call Right and acquired the tendered Units (and a corresponding number of shares of Class B Common Stock) in return for shares of Class A Common Stock.
  7. The Units were redeemed for Class A Common Stock on March 21, 2019 in connection with the Offering.