0000899243-23-016622.txt : 20230628 0000899243-23-016622.hdr.sgml : 20230628 20230628120352 ACCESSION NUMBER: 0000899243-23-016622 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230620 FILED AS OF DATE: 20230628 DATE AS OF CHANGE: 20230628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS THOMAS O CENTRAL INDEX KEY: 0000938201 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41103 FILM NUMBER: 231050630 MAIL ADDRESS: STREET 1: 2200 ROSS AVENUE STREET 2: SUITE 4600 W CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Drilling Tools International 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: 3701 BRIARPARK DRIVE STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 8327428500 MAIL ADDRESS: STREET 1: 3701 BRIARPARK DRIVE STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: ROC Energy Acquisition Corp. DATE OF NAME CHANGE: 20210923 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-20 0 0001884516 Drilling Tools International Corp DTI 0000938201 HICKS THOMAS O 2200 ROSS AVENUE, SUITE 4600W DALLAS TX 75201 1 0 1 0 0 Common Stock 2023-06-20 4 A 0 695181 A 695181 D Common Stock 2023-06-20 4 A 0 15928111 A 15928111 I By HHEP-Directional, L.P. 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 Mr. Hicks, Mr. Hicks elected to exchange the $109,321 of Preferred Cash Consideration he was entitled to receive pursuant to the Merger Agreement into 20,663 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 HHEP-Directional, L.P. Mr. Hicks is the sole member of HH Directional LLC, which is the general partner of HHEP Directional GP, L.P., which is in turn the general partner of HHEP-Directional, L.P. Mr. Hicks disclaims any beneficial ownership of any shares of Common Stock held by HHEP-Directional, L.P., other than his pecuniary interest therein. /s/ Thomas O. Hicks 2023-06-28