Bruce Rothstein - Nov 18, 2024 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
Nov 18, 2024
Transactions value $
-$2,935,125
Form type
4
Date filed
11/20/2024, 06:43 PM
Previous 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 -21.93% 17.8K Nov 18, 2024 Direct F1
transaction WHD Class A Common Stock Other +5K +41.06% 17.2K Nov 18, 2024 Direct F1
transaction WHD Class A Common Stock Sale -$326K -5K -29.11% $65.23 12.2K Nov 19, 2024 Direct
transaction WHD Class B Common Stock Disposed to Issuer -40K -27.7% 104K Nov 18, 2024 See footnote F2, F3
transaction WHD Class A Common Stock Other +40K 40K Nov 18, 2024 See footnote F2, F3
transaction WHD Class A Common Stock Sale -$2.61M -40K -100% $65.23 0 Nov 19, 2024 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 -21.93% 17.8K Nov 18, 2024 Class A Common Stock 5K Direct F1, F4, F5, F6
transaction WHD Units Other -40K -27.7% 104K Nov 18, 2024 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 November 18, 2024 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 November 18, 2024 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.