Form 4 for WHD Cactus, Inc.
Accepted 2023-08-22 00:00:00 ET · period of report 2023-08-18 · accession 0001699136-23-000107 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-08-22 | 2023-08-18 | WHD | ODONNELL JOHN A | Dir | J - Other | — | +27.5K | 47.8K | +135% | — |
| D | 2023-08-22 | 2023-08-18 | WHD | ODONNELL JOHN A | Dir | D - Sale to Iss | — | -27.5K | 0 | -100% | — |
| D | 2023-08-22 | 2023-08-21 | WHD | ODONNELL JOHN A | Dir | S - Sale | $50.95 | -27.5K | 20.3K | -58% | -$1.40M |
| D | 2023-08-22 | 2023-08-18 | WHD | ODONNELL JOHN A | Dir | J - Other | — | -27.5K | 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 | 2023-08-18 | J | A | 27,508 | — | 47,821 | D | — | — | (F1) On August 18, 2023, the Reporting Person redeemed 27,508 units representing limited liability interests ("Units") in Cactus Companies, LLC ("Cactus Companies") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC Agreement"). In connection with this redemption, Cactus Companies cancelled 27,508 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 27,508 shares of Class A Common Stock. |
| 2 | Common | Class B Common Stock | 2023-08-18 | D | D | 27,508 | — | 0 | D | — | — | (F1) On August 18, 2023, the Reporting Person redeemed 27,508 units representing limited liability interests ("Units") in Cactus Companies, LLC ("Cactus Companies") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC Agreement"). In connection with this redemption, Cactus Companies cancelled 27,508 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 27,508 shares of Class A Common Stock. |
| 3 | Common | Class A Common Stock | 2023-08-21 | S | D | 27,508 | $50.95 | 20,313 | D | — | — | |
| 4 | Derivative | Units | 2023-08-18 | J | D | 27,508 | — | 0 | D | — · — to — | 27,508 Class A Common Stock | (F2) "Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies. (F1) On August 18, 2023, the Reporting Person redeemed 27,508 units representing limited liability interests ("Units") in Cactus Companies, LLC ("Cactus Companies") pursuant to the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC Agreement"). In connection with this redemption, Cactus Companies cancelled 27,508 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 27,508 shares of Class A Common Stock. (F4) Upon the exercise of the Redemption Right, the Issuer (instead of Cactus Companies) has the right (the "Call 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 Companies LLC Agreement 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. |