Cactus (WHD) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CADENT ENERGY PARTNERS II LP

(Last) (First) (Middle)

800 WESTCHESTER AVENUE

SUITE S-436

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	02/12/2018		A		25,515,661	A	(1)	25,515,661	D
Class B Common Stock	02/14/2018		D		1,701,117	D	(2)	23,814,544	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Unit(3)	(4)	02/12/2018		A		41,099,325		(4)	(4)	Class A Common Stock	41,099,325	(4)	41,099,325	D
Unit(3)	(4)	02/12/2018		D			4,273,917	(4)	(4)	Class A Common Stock	15,583,664	$17.86	25,515,661	D
Unit(3)	(4)	02/14/2018		D			1,701,117	(4)	(4)	Class A Common Stock	1,701,117	$17.86	23,814,544	D

1. Name and Address of Reporting Person^*

CADENT ENERGY PARTNERS II LP

(Last) (First) (Middle)

800 WESTCHESTER AVENUE

SUITE S-436

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cadent Energy Partners II-GP, LP

(Last) (First) (Middle)

800 WESTCHESTER AVENUE

SUITE S-436

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP II-GP, LLC

(Last) (First) (Middle)

800 WESTCHESTER AVENUE

SUITE S-436

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cadent Energy Partners, LLC

(Last) (First) (Middle)

800 WESTCHESTER AVENUE

SUITE S-436

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

Explanation of Responses:

1. These securities were acquired as part of the closing of the Issuer's IPO.

2. These securities were disposed as part of a Redemption of the Reporting Persons' CW Units.

3. "Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.

4. The first amended and restated limited liability company operating agreement of Cactus LLC 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.

	Cadent Energy Partners II, L.P., by Cadent Energy Partners II - GP, L.P., its general partner, by CEP II - GP, LLC, its general partner, by Cadent Energy Partners, LLC By /s/ Paul McDermott, Manager	02/14/2018
	** Signature of Reporting Person	Date
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