0000899243-23-016284.txt : 20230622 0000899243-23-016284.hdr.sgml : 20230622 20230622180251 ACCESSION NUMBER: 0000899243-23-016284 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: Vermillion Charles Richard Jr. CENTRAL INDEX KEY: 0001981923 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41103 FILM NUMBER: 231034450 MAIL ADDRESS: STREET 1: 4605 POST OAK PLACE #202 CITY: HOUSTON STATE: TX ZIP: 77027 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 0001981923 Vermillion Charles Richard Jr. 4605 POST OAK PLACE DRIVE, SUITE 202 HOUSTON TX 77027 1 0 0 0 0 Common Stock 2023-06-20 4 A 0 399944 A 399944 I By MV Partners I LP 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 MV Partners I LP ("MV Partners"), MV Partners elected to exchange the $500,000 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 94,505 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 MV Partners. Mr. Vermillion is the sole owner and Chairman of the Board of Directors of MV Partners, Inc., MV Partners' general partner. Mr. Vermillion disclaims any beneficial ownership of any shares of Common Stock held by MV Partners, other than his pecuniary interest therein. /s/ C. Richard Vermillion, Jr. 2023-06-22