JOHN A. ODONNELL - 18 Aug 2023 Form 4 Insider Report for Cactus, Inc. (WHD)

Role: Director
Signature: /s/ John A O'Donnell, by William Marsh as Attorney-in-Fact
Issuer symbol: WHD
Transactions as of: 18 Aug 2023
Net transactions value: -$1,401,464
Form type: 4
Filing time: 22 Aug 2023, 19:21:56 UTC
Previous filing: 15 Aug 2023
Next filing: 18 Oct 2023
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	Disposed to Issuer		-27,508	-100%		0	18 Aug 2023	Direct	F1
transaction	WHD	Class A Common Stock	Other		+27,508	+135%		47,821	18 Aug 2023	Direct	F1
transaction	WHD	Class A Common Stock	Sale	$1,401,464	-27,508	-58%	$50.95	20,313	21 Aug 2023	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		-27,508	-100%		0	18 Aug 2023	Class A Common Stock	27,508		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 August 18, 2023, the Reporting Person redeemed 27,508 units representing limited liability interests ("Units") in Cactus Companies, LLC ("Cactus Companies") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC Agreement"). In connection with this redemption, Cactus Companies cancelled 27,508 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 27,508 shares of Class A Common Stock.
F2	"Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies.
F3	The Cactus Companies LLC Agreement provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies 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.
F4	Upon the exercise of the Redemption Right, the Issuer (instead of Cactus Companies) 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.