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*
Bender Joel

(Last) (First) (Middle)
920 MEMORIAL CITY WAY, SUITE 300

(Street)
HOUSTON TX 77024

(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
X Officer (give title below) Other (specify below)
COO and Senior VP
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)
X Form filed by One Reporting Person
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 A 133,612 A (1) 21,037,017 I See Footnote(4)(5)
Class B Common Stock 03/21/2019 D 133,612 D (2) 20,903,405 I See Footnote(4)(5)
Class B Common Stock 03/21/2019 A 1,802,027 A (1) 21,037,017 I See Footnote(4)(5)
Class B Common Stock 03/21/2019 D 1,802,027 D (2) 19,234,990 I See Footnote(4)(5)
Class B Common Stock 03/21/2019 J(3) 362,492 D (3) 20,674,525 I See Footnote(4)(5)
Class A Common Stock 03/21/2019 J(6) 133,612 A (6) 146,744 D
Class A Common Stock 03/21/2019 S 133,612 D $35.93 13,132 D
Class A Common Stock 03/21/2019 J(6) 1,802,027 A (6) 1,815,159 D
Class A Common Stock 03/21/2019 S 1,802,027 D $35.93 13,132 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(7) (8)(9) 03/21/2019 A(1) 133,612 (8)(9) (8)(9) Class A Common Stock 133,612 (8)(9) 21,037,017 I See Footnote(4)(5)
Units(7) (8)(9) 03/21/2019 J(2) 133,612 (8)(9) (8)(9) Class A Common Stock 133,612 (10) 20,903,405 I See Footnote(4)(5)
Units(7) (8)(9) 03/21/2019 A(1) 1,802,027 (8)(9) (8)(9) Class A Common Stock 1,802,027 (8)(9) 21,037,017 I See Footnote(4)(5)
Units(7) (8)(9) 03/21/2019 J(2) 1,802,027 (8)(9) (8)(9) Class A Common Stock 1,802,027 (10) 19,234,990 I See Footnote(4)(5)
Units(7) (8)(9) 03/21/2019 J(3) 362,492 (8)(9) (8)(9) Class A Common Stock 362,492 (10) 20,674,525 I See Footnote(4)(5)
Explanation of Responses:
1. These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 21, 2019 (the "Offering"). In connection with the Offering, Bender Investment Company, a Nevada corporation ("BIC"), and JAB BIC LP, a Texas limited partnership, both of which are controlled by the Reporting Person, redeemed a portion of their ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises. In connection with the redemptions of interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 1,802,027 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. In addition, Cactus Enterprises distributed to JAB BIC LP 133,612 Units and a corresponding number of shares of Class B Common Stock.
2. These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and JAB BIC LP disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
3. In connection with the Offering, Cactus Enterprises distributed Class B Common Stock and Units to certain of its members other than those controlled by the Reporting Person.
4. The securities reported herein are directly owned by Cactus Enterprises. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to have an indirect pecuniary interest in the securities held directly by Cactus Enterprises through his ownership interest in Cactus Enterprises. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Cactus Enterprises is reported herein. The Reporting Person disclaims beneficial ownership of any securities that he does not directly own, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
5. Following all of the transactions reported herein, the Reporting Person is deemed to beneficially own 18,738,886 shares of Class B Common Stock and 18,738,886 Units owned by Cactus Enterprises.
6. These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and JAB BIC LP acquired 1,802,027 and 133,612 shares of Class A Common Stock, respectively.
7. "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
8. 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.
9. Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the 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. 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.
10. The Units were redeemed for Class A Common Stock on March 21, 2019 in connection with the Offering.
/s/ Joel Bender, by Ike Smith as Attorney-in-Fact 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).
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