Form 4 for DTI Drilling Tools International Corp
Accepted 2023-06-22 00:00:00 ET · period of report 2023-06-20 · accession 0000899243-23-016278 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-06-22 | 2023-06-20 | DTI | Prejean Robert Wayne | CEO, Pres, Dir | A - Grant | — | +438.5K | 438.5K | New | — |
| D | 2023-06-22 | 2023-06-20 | DTI | Prejean Robert Wayne | CEO, Pres, Dir | A - Grant | — | +1.20M | 1.20M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-06-20 | A | A | 438,529 | — | 438,529 | I By Robjon Holdings, L.P. | — | — | (F2) (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. (F1) 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"). (F3) 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. |
| 2 | Derivative | Stock Option (right to buy) | 2023-06-20 | A | A | 1,201,872 | — | 1,201,872 | D | $3.72 · — to 2027-04-01 | 1,201,872 Common Stock | (F5) 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. (F4) As of the Closing Date, all shares of Common Stock subject to the stock options held by the Reporting Person are vested. |