0000899243-23-016278.txt : 20230622
0000899243-23-016278.hdr.sgml : 20230622
20230622175238
ACCESSION NUMBER: 0000899243-23-016278
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: Prejean Robert Wayne
CENTRAL INDEX KEY: 0001981986
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41103
FILM NUMBER: 231034418
MAIL ADDRESS:
STREET 1: 3701 BRIARPARK DRIVE, SUITE 150
CITY: HOUSTON
STATE: TX
ZIP: 77042
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
0001981986
Prejean Robert Wayne
3701 BRIARPARK DRIVE, SUITE 150
HOUSTON
TX
77042
1
1
0
0
CEO, President
0
Common Stock
2023-06-20
4
A
0
438529
A
438529
I
By Robjon Holdings, L.P.
Stock Option (right to buy)
3.72
2023-06-20
4
A
0
1201872
A
2027-04-01
Common Stock
1201872
1201872
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 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.
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.
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 5,266,000 shares of common stock of Legacy DTI for $0.85 per share in connection with the Business Combination.
/s/ R. Wayne Prejean
2023-06-22