Stephen Tadlock - Sep 13, 2021 Form 4 Insider Report for Cactus, Inc. (WHD)

Role: VP, CFO and Treasurer
Signature: /s/ Stephen Tadlock, by David Isaac as Attorney-in-Fact
Stock symbol: WHD
Transactions as of: Sep 13, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/15/2021, 06:17 PM
Next filing: Mar 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WHD	Class B Common Stock	Award		+13.7K			13.7K	Sep 13, 2021	Direct	F1
transaction	WHD	Class B Common Stock	Other		-13.7K	-100%		0	Sep 14, 2021	Direct	F2
transaction	WHD	Class A Common Stock	Other		+13.7K	+19.43%		84.1K	Sep 14, 2021	Direct	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	Award		+13.7K			13.7K	Sep 13, 2021	Class A Common Stock	13.7K		Direct	F1, F3, F4, F5
transaction	WHD	Units	Other		-13.7K	-100%		0	Sep 14, 2021	Class A Common Stock	13.7K		Direct	F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	On September 13, 2021, Cadent Energy Partners II-GP, L.P., an entity in which the Reporting Person was a limited partner, transferred to the Reporting Person 13,686 shares of the Class B common stock, par value $0.01 per share ("Class B Common Stock"), of Cactus, Inc. (the "Company") and a corresponding number of units representing limited liability company interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") as part of a pro rata distribution to its limited partners in accordance with the governing documents of Cadent Energy Partners II-GP, L.P.
F2	On September 14, 2021, the Reporting Person redeemed 13,686 Units pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC. In connection with this redemption, Cactus LLC cancelled 13,686 Units, and the Company cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 13,686 shares of Class A Common Stock.
F3	"Units" mean ownership interests in Cactus LLC. The Company 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 (the "Redemption Right"). The Reporting Person exercised his Redemption Right with respect to Units owned by him.
F5	Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the right to acquire each tendered Unit directly from the exchanging Unit holder for, at its 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.