0000899243-23-016282.txt : 20230622 0000899243-23-016282.hdr.sgml : 20230622 20230622175810 ACCESSION NUMBER: 0000899243-23-016282 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230620 FILED AS OF DATE: 20230622 DATE AS OF CHANGE: 20230622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FURST JACK D CENTRAL INDEX KEY: 0001062103 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41103 FILM NUMBER: 231034431 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROC Energy Acquisition Corp. CENTRAL INDEX KEY: 0001884516 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 872488708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16400 DALLAS PARKWAY CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 8325940178 MAIL ADDRESS: STREET 1: 16400 DALLAS PARKWAY CITY: DALLAS STATE: TX ZIP: 75248 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-20 0 0001884516 ROC Energy Acquisition Corp. DTI 0001062103 FURST JACK D 2591 LAKESIDE PARKWAY, SUITE 100 FLOWER MOUND TX 75022 1 0 0 0 0 Common Stock 2023-06-20 4 A 0 118252 A 118252 I By Oak Stream Investors II, Ltd. Stock Option (right to buy) 3.72 2023-06-20 4 A 0 57059 A 2027-04-01 Common Stock 57059 57059 D 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"). (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 Oak Stream Investors II, Ltd. ("Oak Stream"), Oak Stream elected to exchange the $59,274 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 11,203 shares of Common Stock, which are included in the reported amount. The Reporting Person may be deemed to have voting power and dispositive power over the shares held by Oak Stream. Mr. Furst is the Chairman of the Board of Directors of Oak Stream Ranch Incorporated, Oak Stream's general partner. Mr. Furst disclaims any beneficial ownership of any shares of Common Stock held by Oak Stream, other than his pecuniary interest therein. As of the Closing Date, all shares of Common Stock subject to the stock options held by the Reporting Person are vested. The stock options were received in exchange for stock options to purchase 250,000 shares of common stock of Legacy DTI for $0.85 per share in connection with the Business Combination. /s/ John D. Furst 2023-06-22