SEC Form 4 · accession 0001104659-18-045828

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

Jul 16, 2018

Accepted (ET)

Jul 18, 2018 · 7:23 pm EDT

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 Stock^F1	Jul 16, 2018	A	1,146,417	—	A	1,146,417	D
Class B Common Stock^F1	Jul 16, 2018	D	1,146,417	—	D	0	D
Class B Common Stock^F2,F3,F4,F5	Jul 16, 2018	J	1,547,413	—	D	21,044,085	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
Units^F6,F7	—	Jul 16, 2018	A	1,146,417	A	—	—	Class A Common Stock	1,146,417	1,146,417	D
Units^F6,F7	—	Jul 16, 2018	D	1,146,417	D	—	—	Class A Common Stock	1,146,417	0	D
Units^{F6,F8,F3,F4,F5,F7}	—	Jul 16, 2018	J	1,547,413	D	—	—	Class A Common Stock	1,547,413	21,044,085	I

Explanation of responses

F1These securities were acquired as part of the closing of the Issuer's most recent public equity offering.
F2In connection with the transactions associated with the closing of the Issuer's most recent public equity offering, Cactus WH Enterprises, LLC ("Cactus Enterprises") distributed Class B Common Stock to certain of its members.
F3The 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.
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.
F6"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
F7The 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.
F8In connection with the transactions associated with the closing of the Issuer's most recent public equity offering, Cactus Enterprises distributed Units to certain of its members.