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Filing Details

Accession Number:: 0001699136-22-000051
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-15 20:14:51
Reporting Period:: 2022-03-11

Accepted Time:: 2022-03-15 20:14:51
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
1701688	Scott Bender	920 Memorial City Way, Suite 300 Houston TX 77024	President And Ceo	Yes	Yes	Yes	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	Explanation
Class B Common Stock	Disposition	2022-03-11	1,000,000	$0.00	14,014,963	No	4	J	Indirect	See Footnote
Class B Common Stock	Acquisiton	2022-03-11	900,000	$0.00	14,914,963	No	4	A	Indirect	See Footnote
Class B Common Stock	Disposition	2022-03-11	900,000	$0.00	14,014,963	No	4	D	Indirect	See Footnote
Class A Common Stock	Acquisiton	2022-03-11	900,000	$0.00	995,144	No	4	J	Direct
Class A Common Stock	Disposition	2022-03-11	79,329	$55.99	915,815	No	4	S	Direct
Class A Common Stock	Disposition	2022-03-14	82,067	$51.16	833,748	No	4	S	Direct
Class A Common Stock	Disposition	2022-03-15	16,268	$48.70	817,480	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	A	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	J	Direct
No	4	S	Direct
No	4	S	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	Disposition	2022-03-11	1,000,000	$0.00	1,000,000	$0.00
Class A Common Stock	Units	Acquisiton	2022-03-11	900,000	$0.00	900,000	$0.00
Class A Common Stock	Units	Disposition	2022-03-11	900,000	$0.00	900,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
14,014,963	No	4	J	Indirect
14,914,963	No	4	A	Indirect
14,014,963	No	4	J	Indirect

Footnotes

In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the first 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, 900,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. In addition, Cactus Enterprises distributed to Steven Bender 100,000 Units and a corresponding number of shares of Class B Common Stock.
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.
Following the transactions reported herein, the Reporting Person is deemed to beneficially own 14,014,963 shares of Class B Common Stock and 14,014,963 Units owned by Cactus Enterprises.
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.
In connection with its redemption of Units, as described below, BIC acquired 900,000 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.
(Continued) 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. The Issuer did not exercise the Call Right in connection with the redemptions described in this Report.
The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on March 11, 2022.