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