SEC Form 4 · accession 0001104659-18-009883
Cactus, Inc. · WHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Bender
Officer — VP of Operations
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 9:52 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 | 129,743 | — | A | 129,743 | D | |
| Class B Common StockF2 | Feb 14, 2018 | D | 129,743 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF3,F4 | — | Feb 12, 2018 | A | 325,967 | A | — | — | Class A Common Stock | 325,967 | 325,967 | D |
| UnitsF3,F4 | — | Feb 12, 2018 | D | 325,967 | D | — | — | Class A Common Stock | 325,967 | 0 | D |
| UnitsF3,F4 | — | Feb 14, 2018 | A | 129,743 | A | — | — | Class A Common Stock | 129,743 | 129,743 | D |
| UnitsF3,F4 | — | Feb 14, 2018 | D | 129,743 | D | — | — | Class A Common Stock | 129,743 | 0 | D |
Explanation of responses
- F1These securities were acquired as part of the closing of the Issuer's IPO.
- F2These securities disposed as part of the closing of the Issuer's IPO.
- 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 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.