Bruce Rothstein - Aug 21, 2023 Form 4 Insider Report for Cactus, Inc. (WHD)

Role
Director
Signature
/s/ Bruce Rothstein, by William Marsh as Attorney-in-Fact
Stock symbol
WHD
Transactions as of
Aug 21, 2023
Transactions value $
-$2,295,518
Form type
4
Date filed
8/23/2023, 05:57 PM
Previous filing
Mar 14, 2023
Next filing
Mar 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHD Class B Common Stock Disposed to Issuer -5K -17.99% 22.8K Aug 21, 2023 Direct F1
transaction WHD Class A Common Stock Other +5K +49.31% 15.1K Aug 21, 2023 Direct F1
transaction WHD Class A Common Stock Sale -$255K -5K -33.03% $51.01 10.1K Aug 21, 2023 Direct
transaction WHD Class B Common Stock Disposed to Issuer -40K -21.61% 145K Aug 21, 2023 See footnote F2, F3
transaction WHD Class A Common Stock Other +40K 40K Aug 21, 2023 See footnote F2, F3
transaction WHD Class A Common Stock Sale -$2.04M -40K -100% $51.01 0 Aug 21, 2023 See footnote F3

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 -5K -17.99% 22.8K Aug 21, 2023 Class A Common Stock 5K Direct F1, F4, F5, F6
transaction WHD Units Other -40K -21.61% 145K Aug 21, 2023 Class A Common Stock 40K See footnote F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 21, 2023, the Reporting Person redeemed 5,000 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 5,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 5,000 shares of Class A Common Stock.
F2 On August 21, 2023, the Reporting Person redeemed 40,000 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 40,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 40,000 shares of Class A Common Stock.
F3 The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family.
F4 "Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies.
F5 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.
F6 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.