HHEP-Directional, L.P. - 20 Jun 2023 Form 3 Insider Report for Drilling Tools International Corp (DTI)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
3
Accepted by SEC
29 Jun 2023, 19:24:30 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Signature: /s/ Thomas O. Hicks, Name of Signer: Thomas O. Hicks, Title: Sole Member of the GP of the Reporting Person's GP

Key filing fact

HHEP-Directional, L.P. filed Form 3 for Drilling Tools International Corp (DTI) on 29 Jun 2023.

Key facts

  • This page summarizes HHEP-Directional, L.P.'s Form 3 filing for Drilling Tools International Corp (DTI).
  • 0 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 29 Jun 2023, 19:24.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DTI holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
15,928,111
Date
20 Jun 2023
Ownership
Direct
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 footnotes

Footnote F1

Received in connection with the Issuer's business combination (the "Business Combination") with Drilling Tools International Holdings, Inc. ("Legacy DTI") in accordance with the terms of the Agreement and Plan of Merger dated as of February 13, 2023 and amended as of June 5, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a ROC Energy Acquisition Corp.), ROC Merger Sub, Inc. ("Merger Sub") and Legacy DTI. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy DTI (i) common stock was converted into the right to receive 0.2282 shares of common stock of the Issuer ("Common Stock") and (ii) preferred stock was converted into the right to receive 0.3299 shares of Common Stock and $0.54 in cash (the "Preferred Cash Consideration"). The Business Combination closed on June 20, 2023.

Footnote F2

(Continued From Footnote 1) Pursuant to the terms of an Exchange Agreement by and between ROC Energy Holdings, LLC, a Delaware limited liability company, Merger Sub, Legacy DTI and HHEP-Directional, L.P. ("HHEP"), HHEP elected to exchange the $9,529,541 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 1,801,178 shares of Common Stock, which are included in the reported amount.

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