Steven Bender - 11 Mar 2022 Form 4 Insider Report for Cactus, Inc. (WHD)

Role
VP of Operations
Signature
/s/ Steven Bender, by David Isaac as Attorney-in-Fact
Issuer symbol
WHD
Transactions as of
11 Mar 2022
Net transactions value
-$1,048,074
Form type
4
Filing time
15 Mar 2022, 20:15:16 UTC
Next filing
19 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHD Class B Common Stock Award +100,000 100,000 11 Mar 2022 Direct F1
transaction WHD Class B Common Stock Disposed to Issuer -100,000 -100% 0 11 Mar 2022 Direct F2
transaction WHD Class A Common Stock Other $0 +100,000 +210% $0.000000 147,620 11 Mar 2022 Direct F3
transaction WHD Class A Common Stock Sale $493,496 -8,814 -6% $55.99 138,806 11 Mar 2022 Direct
transaction WHD Class A Common Stock Sale $466,528 -9,119 -6.6% $51.16 129,687 14 Mar 2022 Direct
transaction WHD Class A Common Stock Sale $88,050 -1,808 -1.4% $48.70 127,879 15 Mar 2022 Direct

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 +100,000 100,000 11 Mar 2022 Class A Common Stock 100,000 Direct F1, F4, F5, F6
transaction WHD Units Other -100,000 -100% 0 11 Mar 2022 Class A Common Stock 100,000 Direct F2, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person redeemed a portion of his ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises, in return for which Cactus Enterprises distributed to the Reporting Person, a corresponding number of shares of Class B Common Stock and a corresponding number of Units (as defined below).
F2 In connection with the redemption of Units, as described below, the Reporting Person disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
F3 In connection with the redemption of Units, as described below, the Reporting Person acquired a corresponding number of shares of Class A Common Stock.
F4 "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
F5 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").
F6 Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the right (the "Call 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.
F7 The Units were redeemed for Class A Common Stock on March 11, 2022.