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