Form 4 for WHD Cactus, Inc.
Accepted 2023-08-23 00:00:00 ET · period of report 2023-08-21 · accession 0001699136-23-000111 · 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 | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | J - Other | — | +5,000 | 15.1K | +49% | — |
| D | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | D - Sale to Iss | — | -5,000 | 22.8K | -18% | — |
| DI | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | D - Sale to Iss | — | -40.0K | 145.1K | -22% | — |
| DI | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | S - Sale | $51.01 | -40.0K | 0 | -100% | -$2.04M |
| D | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | S - Sale | $51.01 | -5,000 | 10.1K | -33% | -$255.1K |
| DI | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | J - Other | — | +40.0K | 40.0K | New | — |
| DI | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | J - Other | — | -40.0K | 145.1K | -22% | — |
| D | 2023-08-23 | 2023-08-21 | WHD | Rothstein Bruce M | Dir | J - Other | — | -5,000 | 22.8K | -18% | — |
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 | 2023-08-21 | J | A | 5,000 | — | 15,140 | D See footnote | — | — | (F1) On August 21, 2023, the Reporting Person redeemed 5,000 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 5,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 5,000 shares of Class A Common Stock. (F3) The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family. |
| 2 | Common | Class B Common Stock | 2023-08-21 | D | D | 5,000 | — | 22,796 | D See footnote | — | — | (F1) On August 21, 2023, the Reporting Person redeemed 5,000 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 5,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 5,000 shares of Class A Common Stock. (F3) The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family. |
| 3 | Common | Class B Common Stock | 2023-08-21 | D | D | 40,000 | — | 145,110 | I | — | — | (F2) On August 21, 2023, the Reporting Person redeemed 40,000 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 40,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 40,000 shares of Class A Common Stock. |
| 4 | Common | Class A Common Stock | 2023-08-21 | S | D | 40,000 | $51.01 | 0 | I | — | — | |
| 5 | Common | Class A Common Stock | 2023-08-21 | S | D | 5,000 | $51.01 | 10,140 | D See footnote | — | — | (F3) The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family. |
| 6 | Common | Class A Common Stock | 2023-08-21 | J | A | 40,000 | — | 40,000 | I | — | — | (F2) On August 21, 2023, the Reporting Person redeemed 40,000 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 40,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 40,000 shares of Class A Common Stock. |
| 7 | Derivative | Units | 2023-08-21 | J | D | 40,000 | — | 145,110 | I | — · — to — | 40,000 Class A Common Stock | (F4) "Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies. (F2) On August 21, 2023, the Reporting Person redeemed 40,000 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 40,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 40,000 shares of Class A Common Stock. (F6) 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. (F5) 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. |
| 8 | Derivative | Units | 2023-08-21 | J | D | 5,000 | — | 22,796 | D See footnote | — · — to — | 5,000 Class A Common Stock | (F4) "Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies. (F1) On August 21, 2023, the Reporting Person redeemed 5,000 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 5,000 Units, and Cactus, Inc (the "Company") cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 5,000 shares of Class A Common Stock. (F3) The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family. (F6) 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. (F5) 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. |