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