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Filing Details

Accession Number:: 0001699136-22-000086
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-19 17:10:18
Reporting Period:: 2022-05-17

Accepted Time:: 2022-05-19 17:10:18
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
1701689	Joel Bender	920 Memorial City Way, Suite 300 Houston TX 77024	Senior Vp & Coo	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	Disposition	2022-05-17	89,960	$0.00	13,671,381	No	4	J	Indirect	See Footnote
Class B Common Stock	Disposition	2022-05-18	13,613	$0.00	13,657,768	No	4	J	Indirect	See Footnote
Class A Common Stock	Disposition	2022-05-17	15,151	$49.27	799,724	No	4	S	Direct
Class A Common Stock	Disposition	2022-05-18	8,784	$46.83	790,940	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	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	Disposition	2022-05-17	89,960	$0.00	89,960	$0.00
Class A Common Stock	Units	Disposition	2022-05-18	13,613	$0.00	13,613	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
13,671,381			No	4	J	Indirect
13,657,768			No	4	J	Indirect

Footnotes

In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. The Reporting Person did not participate in the redemptions, and no shares of Class B Common Stock were distributed to the Reporting Person or any entities controlled by the Reporting Person.
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.
"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.
In connection with certain redemptions of ownership interests in Cactus Enterprises by certain of Cactus Enterprises' members pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Units to such members. The Reporting Person did not participate in the redemptions, and no Units were distributed to the Reporting Person or any entities controlled by the Reporting Person.