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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
CADENT ENERGY PARTNERS II LP

(Last) (First) (Middle)
800 WESTCHESTER AVENUE
SUITE S-436

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/21/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class B Common Stock 03/21/2019 D 5,950,000 D (1) 8,347,466 D
Class A Common Stock 03/21/2019 J(2) 5,950,000 A (2) 5,955,264 D
Class A Common Stock 03/21/2019 S 5,950,000 D $35.93 5,264 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units(3) (4)(5) 03/21/2019 J(1) 5,950,000 (4)(5) (4)(5) Class A Common Stock 5,950,000 (6) 8,347,466 D
1. Name and Address of Reporting Person*
CADENT ENERGY PARTNERS II LP

(Last) (First) (Middle)
800 WESTCHESTER AVENUE
SUITE S-436

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cadent Energy Partners II-GP, LP

(Last) (First) (Middle)
800 WESTCHESTER AVENUE
SUITE S-436

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cadent Energy Partners, LLC

(Last) (First) (Middle)
800 WESTCHESTER AVENUE
SUITE S-436

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CEP II-GP, LLC

(Last) (First) (Middle)
800 WESTCHESTER AVENUE
SUITE S-436

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
Explanation of Responses:
1. These securities were disposed of in connection with the closing of the Issuer's most recent secondary public offering on March 21, 2019 (the "Offering"). In connection with the redemption of Units, as described below, the Reporting Person disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
2. These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person acquired a corresponding number of shares of Class A Common Stock.
3. "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
4. 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 (the "Redmeption Right"). In connection with the Offering, the Reporting Person exercised his Redemption Right with respect to Units owned by him.
5. 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 "Call Right"). In connection with the Offering, the Issuer exercised its Call Right and acquired the tendered Units (and a corresponding number of shares of Class B Common Stock) in return for shares of Class A Common Stock.
6. The Units were redeemed for Class A Common Stock on March 21, 2019 in connection with the Offering.
Cadent Energy Partners II, L.P., by Cadent Energy Partners II - GP, L.P., its general partner, by CEP II - GP, LLC, its general partner, by Cadent Energy Partners, LLC By /s/ Paul McDermott, Manager 03/25/2019
** 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.