Jack D. Furst - Jun 20, 2023 Form 4 Insider Report for ROC Energy Acquisition Corp. (DTI)

Role: Director
Signature: /s/ John D. Furst
Stock symbol: DTI
Transactions as of: Jun 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/22/2023, 05:58 PM
Previous filing: Aug 12, 2022
Next filing: Aug 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DTI	Common Stock	Award		+118K			118K	Jun 20, 2023	By Oak Stream Investors II, Ltd.	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DTI	Stock Option (right to buy)	Award		+57.1K			57.1K	Jun 20, 2023	Common Stock	57.1K	$3.72	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in connection with the Issuer's business combination (the "Business Combination") with Drilling Tools International Holdings, Inc. ("Legacy DTI") in accordance with the terms of the Agreement and Plan of Merger dated as of February 13, 2023 and amended as of June 5, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a ROC Energy Acquisition Corp.), ROC Merger Sub, Inc. ("Merger Sub") and Legacy DTI. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy DTI (i) common stock was converted into the right to receive 0.2282 shares of common stock of the Issuer ("Common Stock") and (ii) preferred stock was converted into the right to receive 0.3299 shares of Common Stock and $0.54 in cash (the "Preferred Cash Consideration"). The Business Combination closed on June 20, 2023 (the "Closing Date").
F2	(Continued from Footnote 1) Pursuant to the terms of an Exchange Agreement by and between ROC Energy Holdings, LLC, a Delaware limited liability company, Merger Sub, Legacy DTI and Oak Stream Investors II, Ltd. ("Oak Stream"), Oak Stream elected to exchange the $59,274 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 11,203 shares of Common Stock, which are included in the reported amount.
F3	The Reporting Person may be deemed to have voting power and dispositive power over the shares held by Oak Stream. Mr. Furst is the Chairman of the Board of Directors of Oak Stream Ranch Incorporated, Oak Stream's general partner. Mr. Furst disclaims any beneficial ownership of any shares of Common Stock held by Oak Stream, other than his pecuniary interest therein.
F4	As of the Closing Date, all shares of Common Stock subject to the stock options held by the Reporting Person are vested.
F5	The stock options were received in exchange for stock options to purchase 250,000 shares of common stock of Legacy DTI for $0.85 per share in connection with the Business Combination.