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