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