0001699136-21-000082.txt : 20210316 0001699136-21-000082.hdr.sgml : 20210316 20210316160838 ACCESSION NUMBER: 0001699136-21-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210312 FILED AS OF DATE: 20210316 DATE AS OF CHANGE: 20210316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bender Joel CENTRAL INDEX KEY: 0001701689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38390 FILM NUMBER: 21745757 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 wf-form4_161592530125682.xml FORM 4 X0306 4 2021-03-12 0 0001699136 Cactus, Inc. WHD 0001701689 Bender Joel 920 MEMORIAL CITY WAY, SUITE 300 HOUSTON TX 77024 1 1 1 0 Senior VP & COO Class B Common Stock 2021-03-12 4 A 0 112563 A 17631734 I See Footnote Class B Common Stock 2021-03-12 4 D 0 112563 D 17519171 I See Footnote Class B Common Stock 2021-03-12 4 A 0 1518149 A 17519171 I See Footnote Class B Common Stock 2021-03-12 4 D 0 1518149 D 16001022 I See Footnote Class B Common Stock 2021-03-12 4 J 0 298788 D 15702234 I See Footnote Class A Common Stock 2021-03-12 4 J 0 112563 A 181167 D Class A Common Stock 2021-03-12 4 S 0 112563 30.555 D 68604 D Class A Common Stock 2021-03-12 4 J 0 1518149 A 1586753 D Class A Common Stock 2021-03-12 4 S 0 1518149 30.555 D 68604 D Units 2021-03-12 4 A 0 112563 A Class A Common Stock 112563.0 17631734 I See Footnote Units 2021-03-12 4 J 0 112563 D Class A Common Stock 112563.0 17519171 I See Footnote Units 2021-03-12 4 A 0 1518149 A Class A Common Stock 1518149.0 17519171 I See Footnote Units 2021-03-12 4 J 0 1518149 D Class A Common Stock 1518149.0 16001022 I See Footnote Units 2021-03-12 4 J 0 298788 D Class A Common Stock 298788.0 15702234 I See Footnote These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 12, 2021 (the "Offering"). In connection with the Offering, Bender Investment Company, a Nevada corporation ("BIC"), and JAB BIC LP, a Texas limited partnership, both of which are controlled by the Reporting Person, redeemed a portion of their ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises. In connection with the redemptions of interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 1,518,149 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. In addition, Cactus Enterprises distributed to JAB BIC LP 112,563 Units and a corresponding number of shares of Class B Common Stock. 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 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. Following all of the transactions reported herein, the Reporting Person is deemed to beneficially own 15,702,234 shares of Class B Common Stock and 15,702,234 Units owned by Cactus Enterprises. These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and JAB BIC LP disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer. In connection with the transactions associated with the closing of the Issuer's most recent secondary public equity offering, Cactus Enterprises distributed Class B Common Stock and Units to certain of its members other than those controlled by the Reporting Person. These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and JAB BIC LP acquired 1,518,149 and 112,563 shares of Class A Common Stock, respectively. "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 "Redemption 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 12, 2021 in connection with the Offering. /s/ Joel Bender, by David Isaac as Attorney-in-Fact 2021-03-16