0001104659-19-017226.txt : 20190325 0001104659-19-017226.hdr.sgml : 20190325 20190325202157 ACCESSION NUMBER: 0001104659-19-017226 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190321 FILED AS OF DATE: 20190325 DATE AS OF CHANGE: 20190325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bender Steven CENTRAL INDEX KEY: 0001701687 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38390 FILM NUMBER: 19703872 MAIL ADDRESS: STREET 1: ONE GREENWAY PLAZA STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77046 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 a4.xml 4 X0306 4 2019-03-21 0 0001699136 Cactus, Inc. WHD 0001701687 Bender Steven 920 MEMORIAL CITY WAY, SUITE 300 HOUSTON TX 77024 0 1 0 0 VP of Operations Class B Common Stock 2019-03-21 4 A 0 228880 A 228880 D Class B Common Stock 2019-03-21 4 D 0 228880 D 0 D Class A Common Stock 2019-03-21 4 J 0 228880 A 236700 D Class A Common Stock 2019-03-21 4 S 0 228880 35.93 D 7820 D Units 2019-03-21 4 A 0 228880 A Class A Common Stock 228880 228880 D Units 2019-03-21 4 J 0 228880 D Class A Common Stock 228880 0 D These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 21, 2019 (the "Offering"). In connection with the Offering, the Reporting Person redeemed a portion of his ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises (the "Cactus Enterprises Agreement"), in return for which Cactus Enterprises distributed to the Reporting Person, a corresponding number of shares of Class B Common Stock and a corresponding number of Units (as defined below). These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer. These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person acquired a corresponding number of 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 "Redmeption Right"). In connection with the Offering, 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 (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. The Units were redeemed for Class A Common Stock on March 21, 2019 in connection with the Offering. /s/ Steven Bender, by Ike Smith as Attorney-in-Fact 2019-03-25