Filing Details

Accession Number:
0001699136-21-000083
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-03-16 16:09:12
Reporting Period:
2021-03-12
Accepted Time:
2021-03-16 16:09:12
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class B Common Stock Acquisiton 2021-03-12 105,963 $0.00 17,631,734 No 4 A Indirect See Footnote
Class B Common Stock Disposition 2021-03-12 105,963 $0.00 17,525,771 No 4 D Indirect See Footnote
Class B Common Stock Acquisiton 2021-03-12 1,518,149 $0.00 17,525,771 No 4 A Indirect See Footnote
Class B Common Stock Disposition 2021-03-12 1,518,149 $0.00 16,007,622 No 4 D Indirect See Footnote
Class B Common Stock Disposition 2021-03-12 305,388 $0.00 15,702,234 No 4 J Indirect See Footnote
Class A Common Stock Acquisiton 2021-03-12 105,963 $0.00 176,427 No 4 J Direct
Class A Common Stock Disposition 2021-03-12 105,963 $30.56 70,464 No 4 S Direct
Class A Common Stock Acquisiton 2021-03-12 1,518,149 $0.00 1,588,613 No 4 J Direct
Class A Common Stock Disposition 2021-03-12 1,518,149 $30.56 70,464 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Indirect See Footnote
No 4 D Indirect See Footnote
No 4 A Indirect See Footnote
No 4 D Indirect See Footnote
No 4 J Indirect See Footnote
No 4 J Direct
No 4 S 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 2021-03-12 105,963 $0.00 105,963 $0.00
Class A Common Stock Units Disposition 2021-03-12 105,963 $0.00 105,963 $0.00
Class A Common Stock Units Acquisiton 2021-03-12 1,518,149 $0.00 1,518,149 $0.00
Class A Common Stock Units Disposition 2021-03-12 1,518,149 $0.00 1,518,149 $0.00
Class A Common Stock Units Disposition 2021-03-12 305,388 $0.00 305,388 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
17,631,734 No 4 A Indirect
17,525,771 No 4 J Indirect
17,525,771 No 4 A Indirect
16,007,622 No 4 J Indirect
15,702,234 No 4 J Indirect
Footnotes
  1. These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 12, 2021 (the "Offering"). In connection with the Offering, Bender Investment Company, a Nevada corporation ("BIC"), and SJB BIC LP, a Texas limited partnership, both of which are controlled by the Reporting Person, redeemed a portion of their ownership interests 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 redemptions of interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 1,518,149 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. In addition, Cactus Enterprises distributed to SJB BIC LP 105,963 Units and a corresponding number of shares of Class B Common Stock.
  2. 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 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.
  3. Following all of the transactions reported herein, the Reporting Person is deemed to beneficially own 15,702,234 shares of Class B Common Stock and 15,702,234 Units owned by Cactus Enterprises.
  4. These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and SJB BIC LP disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
  5. In connection with the transactions associated with the closing of the Issuer's most recent secondary public equity offering, Cactus Enterprises distributed Class B Common Stock and Units to certain of its members.
  6. These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and SJB BIC LP acquired 1,518,149 and 105,963 shares of Class A Common Stock, respectively.
  7. "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
  8. 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"). In connection with the Offering, the Reporting Person exercised his Redemption Right with respect to Units owned by him.
  9. 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.
  10. The Units were redeemed for Class A Common Stock on March 12, 2021 in connection with the Offering.