Form 4 for WHD Cactus, Inc.
Accepted 2022-05-19 00:00:00 ET · period of report 2022-05-17 · accession 0001699136-22-000096 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-05-19 | 2022-05-17+ | WHD | MCGOVERN MICHAEL Y | Dir | S - Sale | $48.26 | -24.0K | 28.3K | -46% | -$1.16M |
| D | 2022-05-19 | 2022-05-17 | WHD | MCGOVERN MICHAEL Y | Dir | J - Other | — | +24.0K | 42.4K | +131% | — |
| D | 2022-05-19 | 2022-05-17 | WHD | MCGOVERN MICHAEL Y | Dir | D - Sale to Iss | — | -24.0K | 0 | -100% | — |
| D | 2022-05-19 | 2022-05-17 | WHD | MCGOVERN MICHAEL Y | Dir | J - Other | — | -24.0K | 0 | -100% | — |
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 | Class A Common Stock | 2022-05-18 | S | D | 9,925 | $46.71 | 18,375 | D | — | — | |
| 2 | Common | Class A Common Stock | 2022-05-17 | J | A | 24,024 | — | 42,399 | D | — | — | (F1) On May 17, 2022, the Reporting Person redeemed 24,024 units representing limited liability interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the "Cactus Wellhead LLC Agreement"). In connection with this redemption, Cactus LLC cancelled 24,024 Units, and Cactus, Inc (the "Company) cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 24,024 shares of Class A Common Stock. |
| 3 | Common | Class B Common Stock | 2022-05-17 | D | D | 24,024 | — | 0 | D | — | — | (F1) On May 17, 2022, the Reporting Person redeemed 24,024 units representing limited liability interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the "Cactus Wellhead LLC Agreement"). In connection with this redemption, Cactus LLC cancelled 24,024 Units, and Cactus, Inc (the "Company) cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 24,024 shares of Class A Common Stock. |
| 4 | Common | Class A Common Stock | 2022-05-17 | S | D | 14,099 | $49.35 | 28,300 | D | — | — | |
| 5 | Derivative | Units | 2022-05-17 | J | D | 24,024 | — | 0 | D | — · — to — | 24,024 Class A Common Stock | (F2) "Units" mean ownership interests in Cactus LLC. The Company is the sole managing member of Cactus LLC. (F1) On May 17, 2022, the Reporting Person redeemed 24,024 units representing limited liability interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the "Cactus Wellhead LLC Agreement"). In connection with this redemption, Cactus LLC cancelled 24,024 Units, and Cactus, Inc (the "Company) cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 24,024 shares of Class A Common Stock. (F4) Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the right to acquire each tendered Unit directly from the exchanging Unit holder for, at its 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. (F3) The Cactus Wellhead LLC Agreement provides the holders of Units with certain rights to cause Cactus LLC to acquire all or at least a minimum portion of their Units for, at Cactus LLC's 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 (the "Redemption Right"). The Reporting Person exercised his Redemption Right with respect to Units owned by him. |