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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 11/22/23 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1699136 |
| Issuer Name: Cactus, Inc. |
| Issuer Trading Symbol: WHD |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1701768 |
| | Owner Name: Cactus WH Enterprises, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 920 MEMORIAL CITY WAY, SUITE 300 |
| | Owner Street 2: |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77024 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 11/22/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,183 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,576,573 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 11/24/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,780 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,566,793 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Units |
| | | Footnote ID: F2 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 11/22/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,183 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 8,183 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,576,573 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Units |
| | | Footnote ID: F2 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 11/24/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,780 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 9,780 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,566,793 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: In connection with certain redemptions of ownership interests in the Reporting Entity by certain of the Reporting Entity's members pursuant to the amended and restated limited liability company operating agreement of the Reporting Entity, the Reporting Entity distributed Class B Common Stock to such members. |
| Footnote - F2: "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies. |
| Footnote - F3: The amended and restated limited liability company operating agreement of Cactus Companies provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies 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. |
| Footnote - F4: In connection with certain redemptions of ownership interests in the Reporting Entity by certain of the Reporting Entity's members pursuant to the amended and restated limited liability company agreement of the Reporting Entity, the Reporting Entity distributed Units to such members. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Scott Bender, President |
| Signature Date: 11/24/23 |