0001699136-21-000086.txt : 20210316 0001699136-21-000086.hdr.sgml : 20210316 20210316161015 ACCESSION NUMBER: 0001699136-21-000086 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: Cactus WH Enterprises, LLC CENTRAL INDEX KEY: 0001701768 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38390 FILM NUMBER: 21745785 BUSINESS ADDRESS: STREET 1: ONE GREENWAY PLAZA STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-626-8800 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_161592540145296.xml FORM 4 X0306 4 2021-03-12 0 0001699136 Cactus, Inc. WHD 0001701768 Cactus WH Enterprises, LLC 920 MEMORIAL CITY WAY, SUITE 300 HOUSTON TX 77024 0 0 1 0 Class B Common Stock 2021-03-12 4 J 0 1929500 D 15702234 D Units 2021-03-12 4 J 0 1929500 D Class A Common Stock 1929500.0 15702234 D In connection with the Issuer's secondary public offering on March 12, 2021 (the "Offering"), certain of the Reporting Entity's members redeemed ownership interests in the Reporting Entity pursuant to the first amended and restated limited liability company agreement of the Reporting Entity, in return for which the Reporting Entity distributed to such members Units (as defined below) and shares Class B 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. (Continued from footnote 3) Alternatively, upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) will have the 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/ Scott Bender, President 2021-03-16