SEC Form 4 · accession 0001104659-18-009875
Cactus, Inc. · WHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Bender
Officer — President, CEO · Director · 10% Owner
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 9:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001699136
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Feb 14, 2018 | A | 1,172,969 | — | A | 1,172,969 | D | |
| Class B Common StockF1 | Feb 14, 2018 | D | 1,172,969 | — | D | 0 | D | |
| Class B Common StockF2,F3,F4,F5 | Feb 12, 2018 | J | 24,205,251 | — | A | 24,205,251 | I | See Footnotes |
| Class B Common StockF6,F3,F4,F5 | Feb 14, 2018 | J | 1,613,753 | — | D | 22,591,498 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF7,F8 | — | Feb 12, 2018 | A | 2,946,982 | A | — | — | Class A Common Stock | 2,946,982 | 2,946,982 | D |
| UnitsF7,F8 | — | Feb 12, 2018 | D | 2,946,982 | D | — | — | Class A Common Stock | 2,946,982 | 0 | D |
| UnitsF7,F2,F3,F4,F5,F8 | — | Feb 12, 2018 | J | 39,193,530 | A | — | — | Class A Common Stock | 39,193,530 | 39,193,530 | I |
| UnitsF7,F9,F3,F4,F5,F8 | — | Feb 12, 2018 | J | 14,988,280 | D | — | — | Class A Common Stock | 14,988,280 | 24,205,251 | I |
| UnitsF7,F8 | — | Feb 14, 2018 | A | 1,172,969 | A | — | — | Class A Common Stock | 1,172,969 | 1,172,969 | D |
| UnitsF7,F8 | — | Feb 14, 2018 | D | 1,172,969 | D | — | — | Class A Common Stock | 1,172,969 | 0 | D |
| UnitsF7,F9,F3,F4,F5,F8 | — | Feb 14, 2018 | J | 1,613,753 | D | — | — | Class A Common Stock | 1,613,753 | 22,591,498 | I |
Explanation of responses
- F1These securities were acquired as part of the closing of the Issuer's IPO.
- F2These securities were acquired as part of the closing of the Issuer's IPO.
- F3The securities reported herein are directly owned by Cactus WH Enterprises, LLC ("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.
- F4(Continued from footnote 2) 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.
- F5Shares held directly by Cactus Enterprises.
- F6In connection with the transactions associated with closing the Issuer's IPO, Cactus Enterprises distributed Class B Common Stock to certain of its members.
- F7"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
- F8The first amended and restated limited liability company operating agreement of Cactus LLC provides the holders of Units ("CW 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.
- F9In connection with the transactions associated with closing, Cactus Enterprises distributed CW Units to certain of its members.