SEC Form 4 · accession 0001104659-18-009880
Cactus, Inc. · WHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cactus WH Enterprises, LLC
10% Owner
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 9:45 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 12, 2018 | J | 24,205,251 | — | A | 24,205,251 | D | |
| Class B Common StockF2 | Feb 14, 2018 | J | 1,613,753 | — | D | 22,591,498 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF3,F5,F4 | — | Feb 12, 2018 | J | 14,988,280 | D | — | — | Class A Common Stock | 14,988,280 | 24,205,251 | D |
| UnitsF3,F5,F4 | — | Feb 14, 2018 | J | 1,613,753 | D | — | — | Class A Common Stock | 1,613,753 | 22,591,498 | D |
Explanation of responses
- F1These securities were acquired as part of the closing of the Issuer's IPO.
- F2In connection with the transactions associated with the closing of the Issuer's IPO, the Reporting Entity distributed Class B Common Stock to certain of its members.
- F3"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
- F4The 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.
- F5In connection with the transactions associated with the closing of the Issuer's IPO, the Reporting Entity distributed CW Units to certain of its members.