Michael Mcgovern - May 17, 2022 Form 4 Insider Report for Cactus, Inc. (WHD)

Role
Director
Signature
/s/ Michael McGovern, by Will Marsh as Attorney-in-Fact
Stock symbol
WHD
Transactions as of
May 17, 2022
Transactions value $
-$1,159,382
Form type
4
Date filed
5/19/2022, 05:19 PM
Previous filing
Mar 15, 2022
Next filing
Mar 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHD Class B Common Stock Disposed to Issuer -24K -100% 0 May 17, 2022 Direct F1
transaction WHD Class A Common Stock Other +24K +130.74% 42.4K May 17, 2022 Direct F1
transaction WHD Class A Common Stock Sale -$696K -14.1K -33.25% $49.35 28.3K May 17, 2022 Direct
transaction WHD Class A Common Stock Sale -$464K -9.93K -35.07% $46.71 18.4K May 18, 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 Other -24K -100% 0 May 17, 2022 Class A Common Stock 24K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 17, 2022, the Reporting Person redeemed 24,024 units representing limited liability interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the "Cactus Wellhead LLC Agreement"). In connection with this redemption, Cactus LLC cancelled 24,024 Units, and Cactus, Inc (the "Company) cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 24,024 shares of Class A Common Stock.
F2 "Units" mean ownership interests in Cactus LLC. The Company is the sole managing member of Cactus LLC.
F3 The Cactus Wellhead LLC Agreement 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.
F4 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.