0001699136-22-000052.txt : 20220315
0001699136-22-000052.hdr.sgml : 20220315
20220315201516
ACCESSION NUMBER: 0001699136-22-000052
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220311
FILED AS OF DATE: 20220315
DATE AS OF CHANGE: 20220315
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: 22742957
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_164738969862725.xml
FORM 4
X0306
4
2022-03-11
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
2022-03-11
4
A
0
100000
A
100000
D
Class B Common Stock
2022-03-11
4
D
0
100000
D
0
D
Class A Common Stock
2022-03-11
4
J
0
100000
0
A
147620
D
Class A Common Stock
2022-03-11
4
S
0
8814
55.99
D
138806
D
Class A Common Stock
2022-03-14
4
S
0
9119
51.16
D
129687
D
Class A Common Stock
2022-03-15
4
S
0
1808
48.70
D
127879
D
Units
2022-03-11
4
A
0
100000
A
Class A Common Stock
100000.0
100000
D
Units
2022-03-11
4
J
0
100000
D
Class A Common Stock
100000.0
0
D
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, 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).
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.
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 "Redemption Right").
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.
The Units were redeemed for Class A Common Stock on March 11, 2022.
/s/ Steven Bender, by David Isaac as Attorney-in-Fact
2022-03-15