0001699136-23-000111.txt : 20230823
0001699136-23-000111.hdr.sgml : 20230823
20230823175744
ACCESSION NUMBER: 0001699136-23-000111
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230821
FILED AS OF DATE: 20230823
DATE AS OF CHANGE: 20230823
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rothstein Bruce M
CENTRAL INDEX KEY: 0001501970
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38390
FILM NUMBER: 231198494
MAIL ADDRESS:
STREET 1: 800 WESTCHESTER AVENUE
STREET 2: SUITE 617 NORTH
CITY: RYE BROOK
STATE: NY
ZIP: 10573
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cactus, Inc.
CENTRAL INDEX KEY: 0001699136
STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533]
IRS NUMBER: 352586106
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 920 MEMORIAL CITY WAY
STREET 2: SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 713-626-8800
MAIL ADDRESS:
STREET 1: 920 MEMORIAL CITY WAY
STREET 2: SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77024
4
1
wf-form4_169282784801963.xml
FORM 4
X0508
4
2023-08-21
0
0001699136
Cactus, Inc.
WHD
0001501970
Rothstein Bruce M
920 MEMORIAL CITY WAY
SUITE 300
HOUSTON
TX
77024
1
0
0
0
0
Class B Common Stock
2023-08-21
4
D
0
5000
D
22796
D
Class A Common Stock
2023-08-21
4
J
0
5000
A
15140
D
Class A Common Stock
2023-08-21
4
S
0
5000
51.0115
D
10140
D
Class B Common Stock
2023-08-21
4
D
0
40000
D
145110
I
See footnote
Class A Common Stock
2023-08-21
4
J
0
40000
A
40000
I
See footnote
Class A Common Stock
2023-08-21
4
S
0
40000
51.0115
D
0
I
See footnote
Units
2023-08-21
4
J
0
5000
D
Class A Common Stock
5000.0
22796
D
Units
2023-08-21
4
J
0
40000
D
Class A Common Stock
40000.0
145110
I
See footnote
On August 21, 2023, the Reporting Person redeemed 5,000 units representing limited liability interests ("Units") in Cactus Companies, LLC ("Cactus Companies") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC Agreement"). In connection with this redemption, Cactus Companies cancelled 5,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 5,000 shares of Class A Common Stock.
On August 21, 2023, the Reporting Person redeemed 40,000 units representing limited liability interests ("Units") in Cactus Companies, LLC ("Cactus Companies") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC Agreement"). In connection with this redemption, Cactus Companies cancelled 40,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 40,000 shares of Class A Common Stock.
The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family.
"Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies.
The Cactus Companies LLC Agreement provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies 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.
Upon the exercise of the Redemption Right, the Issuer (instead of Cactus Companies) 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.
/s/ Bruce Rothstein, by William Marsh as Attorney-in-Fact
2023-08-23