HICKS THOMAS O. - 20 Jun 2023 Form 4 Insider Report for Drilling Tools International Corp (DTI)

Role
Director, 10%+ Owner
Signature
/s/ Thomas O. Hicks
Issuer symbol
DTI
Transactions as of
20 Jun 2023
Net transactions value
$0
Form type
4
Filing time
28 Jun 2023, 12:03:52 UTC
Previous filing
07 Jun 2023
Next filing
11 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DTI Common Stock Award +695,181 695,181 20 Jun 2023 Direct F1, F2
transaction DTI Common Stock Award +15,928,111 15,928,111 20 Jun 2023 By HHEP-Directional, L.P. F1, F2, F3
* 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 Mr. Hicks, Mr. Hicks elected to exchange the $109,321 of Preferred Cash Consideration he was entitled to receive pursuant to the Merger Agreement into 20,663 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 HHEP-Directional, L.P. Mr. Hicks is the sole member of HH Directional LLC, which is the general partner of HHEP Directional GP, L.P., which is in turn the general partner of HHEP-Directional, L.P. Mr. Hicks disclaims any beneficial ownership of any shares of Common Stock held by HHEP-Directional, L.P., other than his pecuniary interest therein.