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Filing Details

Accession Number:: 0001699136-20-000060
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-15 17:34:56
Reporting Period:: 2020-12-11

Accepted Time:: 2020-12-15 17:34:56
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
1701688	Scott Bender	920 Memorial City Way, Suite 300 Houston TX 77024	President And Ceo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Acquisiton	2020-12-11	50,000	$0.00	17,681,734	No	4	A	Indirect	See Footnote
Class B Common Stock	Disposition	2020-12-11	50,000	$0.00	17,631,734	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-11	50,000	$0.00	87,252	No	4	J	Direct
Class A Common Stock	Disposition	2020-12-11	50,000	$26.87	37,252	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units	Acquisiton	2020-12-11	50,000	$0.00	50,000	$0.00
Class A Common Stock	Units	Disposition	2020-12-11	50,000	$0.00	50,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
17,681,734			No	4	A	Indirect
17,631,734			No	4	J	Indirect

Footnotes

SJB BIC LP, a Texas limited partnership controlled by the Reporting Person, redeemed a portion of its ownership interest in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises. In connection with the redemption of interest in Cactus Enterprises, Cactus Enterprises distributed to SJB BIC LP, 50,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer.
The securities reported herein are directly owned by Cactus Enterprises. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to have an indirect pecuniary interest in the securities held directly by Cactus Enterprises through his ownership interest in Cactus Enterprises. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Cactus Enterprises is reported herein. The Reporting Person disclaims beneficial ownership of any securities that he does not directly own, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
In connection with the redemption of Units, as described below, SJB BIC LP disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
Following the transaction reported herein, the Reporting Person is deemed to beneficially own 17,631,734 shares of Class B Common Stock and 17,631,734 Units owned by Cactus Enterprises.
In connection with the redemption of Units, as described below, SJB BIC LP acquired 50,000 shares of Class A Common Stock.
"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
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 "Redemption Right"). The Reporting Person exercised his Redemption Right with respect to Units owned by him.
Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the 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. 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.
The Units were redeemed for Class A Common Stock on December 11, 2020.