Joel Bender - May 18, 2021 Form 4 Insider Report for Cactus, Inc. (WHD)

Signature
/s/ Joel Bender, by David Isaac as Attorney-in-Fact
Stock symbol
WHD
Transactions as of
May 18, 2021
Transactions value $
$0
Form type
4
Date filed
5/19/2021, 11:28 AM
Next filing
May 24, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHD Class B Common Stock Other -109K -0.7% 15.5M May 18, 2021 See Footnote F1, F2

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 WHD Units Other -109K -0.7% 15.5M May 18, 2021 Class A Common Stock 109K See Footnote F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. The Reporting Person did not participate in the redemptions, and no shares of Class B Common Stock were distributed to the Reporting Person or any entities controlled by the Reporting Person.
F2 The 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. 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.
F3 "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
F4 The 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.
F5 In connection with certain redemptions of ownership interests in Cactus Enterprises by certain of Cactus Enterprises' members pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Units to such members. The Reporting Person did not participate in the redemptions, and no Units were distributed to the Reporting Person or any entities controlled by the Reporting Person.