SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Prejean Robert Wayne

(Last)

(First)

(Middle)

3701 BRIARPARK DRIVE, SUITE 150

(Street)

HOUSTON

77042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROC Energy Acquisition Corp. [ DTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2023		A		438,529	A	⁽¹⁾⁽²⁾	438,529	I	By Robjon Holdings, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.72	06/20/2023		A		1,201,872		⁽⁴⁾	04/01/2027	Common Stock	1,201,872	⁽⁵⁾	1,201,872	D

Explanation of Responses:

1. 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 (the "Closing Date").

2. (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 Robjon Holdings, L.P. ("Robjon"), Robjon elected to exchange the $300,000 of Preferred Cash Consideration it was entitled to received pursuant to the Merger Agreement into 56,703 shares of Common Stock, which are included in the reported amount.

3. The Reporting Person may be deemed to have voting power and dispositive power over the shares held by Robjon. Mr. Prejean is the President, Manager and sole owner of Robjon LLC, Robjon's general partner. Mr. Prejean disclaims any beneficial ownership of any shares of Common Stock held by Robjon, other than his pecuniary interest therein.

4. As of the Closing Date, all shares of Common Stock subject to the stock options held by the Reporting Person are vested.

5. The stock options were received in exchange for stock options to purchase 5,266,000 shares of common stock of Legacy DTI for $0.85 per share in connection with the Business Combination.

Remarks:

	/s/ R. Wayne Prejean	06/22/2023
	** 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.

SEC Form 4 filed by Prejean Robert Wayne