Scott Bender - May 7, 2024 Form 4 Insider Report for Cactus, Inc. (WHD)

Signature
/s/ Scott Bender, by William Marsh as Attorney-in-Fact
Stock symbol
WHD
Transactions as of
May 7, 2024
Transactions value $
-$30,843,161
Form type
4
Date filed
5/9/2024, 06:45 PM
Previous filing
Apr 8, 2024
Next filing
May 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHD Class B Common Stock Other -600K -4.85% 11.8M May 7, 2024 See Footnote F1, F2, F3
transaction WHD Class B Common Stock Award +600K +5.09% 12.4M May 7, 2024 See Footnote F1, F2, F3
transaction WHD Class B Common Stock Disposed to Issuer -600K -4.85% 11.8M May 7, 2024 See Footnote F2, F3, F4
transaction WHD Class A Common Stock Other +600K +1436.23% 642K May 7, 2024 Direct F5
transaction WHD Class A Common Stock Sale -$10.5M -202K -31.41% $52.03 440K May 7, 2024 Direct
transaction WHD Class A Common Stock Sale -$2.04M -40K -9.08% $51.01 400K May 8, 2024 Direct
transaction WHD Class A Common Stock Sale -$18.3M -358K -89.56% $51.10 41.8K May 9, 2024 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 -600K -4.85% 11.8M May 7, 2024 Class A Common Stock 600K See Footnote F1, F2, F3, F6, F7
transaction WHD Units Award +600K +5.09% 12.4M May 7, 2024 Class A Common Stock 600K See Footnote F1, F2, F3, F6, F7, F8
transaction WHD Units Other -600K -4.85% 11.8M May 7, 2024 Class A Common Stock 600K See Footnote F2, F3, F4, F6, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. Bender Investment Company ("BIC"), a Nevada corporation controlled by the Reporting Person, redeemed a portion of its ownership interests in Cactus Enterprises. In connection with the redemption by BIC of its interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 600,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer.
F2 Following the transactions reported herein, the Reporting Person is deemed to beneficially own 11,781,444 shares of Class B Common Stock and 11,781,444 Units owned by Cactus Enterprises.
F3 The securities reported herein are directly owned by Cactus Enterprises. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to have an indirect pecuniary interest in the securities held directly by Cactus Enterprises through his ownership interest in Cactus Enterprises. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Cactus Enterprises is reported herein. The Reporting Person disclaims beneficial ownership of any securities that he does not directly own, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
F4 In connection with its redemption of Units, as described below, BIC disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
F5 In connection with its redemption of Units, as described below, BIC acquired 600,000 shares of Class A Common Stock.
F6 "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
F7 The amended and restated limited liability company operating agreement of Cactus Companies 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.
F8 (Continued from footnote 7) 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. The Issuer did not exercise the Call Right in connection with the redemptions described in this Report.
F9 The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on May 7, 2024.