HHEP-Directional, L.P. - Jun 20, 2023 Form 3 Insider Report for Drilling Tools International Corp (DTI)

Role: 10%+ Owner
Signature: Signature: /s/ Thomas O. Hicks, Name of Signer: Thomas O. Hicks, Title: Sole Member of the GP of the Reporting Person's GP
Stock symbol: DTI
Transactions as of: Jun 20, 2023
Transactions value $: $0
Form type: 3
Date filed: 6/29/2023, 07:24 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DTI	Common Stock						15.9M	Jun 20, 2023	Direct	F1, F2

* 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.
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 HHEP-Directional, L.P. ("HHEP"), HHEP elected to exchange the $9,529,541 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 1,801,178 shares of Common Stock, which are included in the reported amount.

Content

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.

(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 HHEP-Directional, L.P. ("HHEP"), HHEP elected to exchange the $9,529,541 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 1,801,178 shares of Common Stock, which are included in the reported amount.