0001699136-24-000071.txt : 20240509 0001699136-24-000071.hdr.sgml : 20240509 20240509184551 ACCESSION NUMBER: 0001699136-24-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240507 FILED AS OF DATE: 20240509 DATE AS OF CHANGE: 20240509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bender Joel CENTRAL INDEX KEY: 0001701689 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38390 FILM NUMBER: 24932356 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] ORGANIZATION NAME: 06 Technology 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 wk-form4_1715294739.xml FORM 4 X0508 4 2024-05-07 0 0001699136 Cactus, Inc. WHD 0001701689 Bender Joel 920 MEMORIAL CITY WAY, SUITE 300 HOUSTON TX 77024 1 1 1 0 President 0 Class B Common Stock 2024-05-07 4 J 0 600000 D 11781444 I See Footnote Class B Common Stock 2024-05-07 4 A 0 600000 A 12381444 I See Footnote Class B Common Stock 2024-05-07 4 D 0 600000 D 11781444 I See Footnote Class A Common Stock 2024-05-07 4 J 0 600000 A 756586 D Class A Common Stock 2024-05-07 4 S 0 201585 52.03 D 555001 D Class A Common Stock 2024-05-08 4 S 0 39957 51.01 D 515044 D Class A Common Stock 2024-05-09 4 S 0 358458 51.098 D 156586 D Units 2024-05-07 4 J 0 600000 D Class A Common Stock 600000 11781444 I See Footnote Units 2024-05-07 4 A 0 600000 A Class A Common Stock 600000 12381444 I See Footnote Units 2024-05-07 4 J 0 600000 D Class A Common Stock 600000 11781444 I See Footnote In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. Bender Investment Company ("BIC"), a Nevada corporation controlled by the Reporting Person, redeemed a portion of its ownership interests in Cactus Enterprises. In connection with the redemption by BIC of its interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 600,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 11,781,444 shares of Class B Common Stock and 11,781,444 Units owned by Cactus Enterprises. 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 "Exchange Act"), 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. In connection with its redemption of Units, as described below, BIC disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer. In connection with its redemption of Units, as described below, BIC acquired 600,000 shares of Class A Common Stock. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies. The amended and restated limited liability company operating agreement of Cactus Companies provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies 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 7) Upon the exercise of the Redemption Right, the Issuer (instead of Cactus Companies) 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 Issuer did not exercise the Call Right in connection with the redemptions described in this Report. The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on May 7, 2024. /s/ Joel Bender, by William Marsh as Attorney-in-Fact 2024-05-09