SEC Form 4 · accession 0001104659-18-071857
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
Nov 19, 2018
Accepted (ET)
Dec 7, 2018 · 4:36 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 | Nov 19, 2018 | J | 7,068 | — | D | 21,037,017 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF2,F4,F3 | — | Nov 19, 2018 | J | 7,068 | D | — | — | Class A Common Stock | 7,068 | 21,037,017 | D |
Explanation of responses
- F1In connection with certain redemptions of ownership interests in the Reporting Entity by certain of the Reporting Entity's members pursuant to the first amended and restated limited liability company agreement of the Reporting Entity, the Reporting Entity distributed Class B Common Stock to such members.
- F2"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
- F3The 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.
- F4In connection with certain redemptions of ownership interests in the Reporting Entity by certain of the Reporting Entity's members pursuant to the first amended and restated limited liability company agreement of the Reporting Entity, the Reporting Entity distributed Units to such members.