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Filing Details

Accession Number:: 0001104659-19-017226
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-25 20:21:57
Reporting Period:: 2019-03-21

Accepted Time:: 2019-03-25 20:21:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1699136	Cactus Inc.	WHD	Oil & Gas Field Machinery & Equipment (3533)	352586106

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1701687	Steven Bender	920 Memorial City Way, Suite 300 Houston TX 77024	Vp Of Operations	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class B Common Stock	Acquisiton	2019-03-21	228,880	$0.00	228,880	No	4	A	Direct
Class B Common Stock	Disposition	2019-03-21	228,880	$0.00	0	No	4	D	Direct
Class A Common Stock	Acquisiton	2019-03-21	228,880	$0.00	236,700	No	4	J	Direct
Class A Common Stock	Disposition	2019-03-21	228,880	$35.93	7,820	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	D	Direct
No	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Units	Acquisiton	2019-03-21	228,880	$0.00	228,880	$0.00
Class A Common Stock	Units	Disposition	2019-03-21	228,880	$0.00	228,880	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
228,880			No	4	A	Direct
0			No	4	J	Direct

Footnotes

These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 21, 2019 (the "Offering"). In connection with the Offering, the Reporting Person redeemed a portion of his ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises (the "Cactus Enterprises Agreement"), in return for which Cactus Enterprises distributed to the Reporting Person, a corresponding number of shares of Class B Common Stock and a corresponding number of Units (as defined below).
These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person acquired a corresponding number of shares of Class A Common Stock.
"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
The first amended and restated limited liability company operating agreement of Cactus LLC provides the holders of Units with certain rights to cause Cactus LLC to acquire all or at least a minimum portion of their Units for, at Cactus LLC's 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 "Redmeption Right"). In connection with the Offering, the Reporting Person exercised his Redemption Right with respect to Units owned by him.
Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) 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. In connection with the Offering, the Issuer exercised its Call Right and acquired the tendered Units (and a corresponding number of shares of Class B Common Stock) in return for shares of Class A Common Stock.
The Units were redeemed for Class A Common Stock on March 21, 2019 in connection with the Offering.