Cactus (WHD) Form 4 Cactus / Bruce M Rothstein ownership change

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^*

Rothstein Bruce M

(Last) (First) (Middle)

920 MEMORIAL CITY WAY

SUITE 300

(Street)

HOUSTON TX 77024

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2023

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

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

X	Form filed by One Reporting Person
	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	08/21/2023		D		5,000	D	(1)	22,796	D
Class A Common Stock	08/21/2023		J(1)		5,000	A	(1)	15,140	D
Class A Common Stock	08/21/2023		S		5,000	D	$51.0115	10,140	D
Class B Common Stock	08/21/2023		D		40,000	D	(2)	145,110	I	See footnote(3)
Class A Common Stock	08/21/2023		J(2)		40,000	A	(2)	40,000	I	See footnote(3)
Class A Common Stock	08/21/2023		S		40,000	D	$51.0115	0	I	See footnote(3)

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
Units(4)	(5)(6)	08/21/2023		J(1)			5,000	(5)(6)	(5)(6)	Class A Common Stock	5,000	(1)	22,796	D
Units(4)	(5)(6)	08/21/2023		J(2)			40,000	(5)(6)	(5)(6)	Class A Common Stock	40,000	(2)	145,110	I	See footnote(3)

Explanation of Responses:

1. 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.

2. 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.

3. The securities reported in this item are directly owned by trusts established for the benefit of the Reporting Person and members of his family.

4. "Units" mean ownership interests in Cactus Companies. The Issuer is the sole managing member of Cactus Companies.

5. 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.

6. 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.

Remarks:

	/s/ Bruce Rothstein, by William Marsh as Attorney-in-Fact	08/23/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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