Director Rothstein Bruce M returned 45,000 units of Class B Common Stock to the company, acquired 45,000 shares and sold $2,935,125 worth of shares (45,000 units at $65.22), decreasing direct ownership by 47% to 12,177 units (SEC Form 4)
$WHD
Metal Fabrications
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock | 11/18/2024 | D | 5,000 | D | (1) | 17,796 | D | |||
| Class A Common Stock | 11/18/2024 | J(1) | 5,000 | A | (1) | 17,177 | D | |||
| Class A Common Stock | 11/19/2024 | S | 5,000 | D | $65.225 | 12,177 | D | |||
| Class B Common Stock | 11/18/2024 | D | 40,000 | D | (2) | 104,390 | I | See footnote(3) | ||
| Class A Common Stock | 11/18/2024 | J(2) | 40,000 | A | (2) | 40,000 | I | See footnote(3) | ||
| Class A Common Stock | 11/19/2024 | S | 40,000 | D | $65.225 | 0 | I | See footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units(4) | (5)(6) | 11/18/2024 | J(1) | 5,000 | (5)(6) | (5)(6) | Class A Common Stock | 5,000 | (1) | 17,796 | D | ||||
| Units(4) | (5)(6) | 11/18/2024 | J(2) | 40,000 | (5)(6) | (5)(6) | Class A Common Stock | 40,000 | (2) | 104,390 | I | See footnote(3) | |||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family. |
| 4. "Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies. |
| 5. 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. |
| 6. 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. |
| Remarks: |
| /s/ Bruce Rothstein, by William Marsh as Attorney-in-Fact | 11/20/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||