Cactus (WHD) Form 4 Cactus / Joel Bender 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^*

Bender Joel

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024

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 A Common Stock	03/11/2024		M		7,638	A	(1)	122,620	D
Class A Common Stock	03/11/2024		F		3,006(2)	D	$46.53	119,614	D
Class A Common Stock	03/11/2024		M		7,786	A	(1)	127,400	D
Class A Common Stock	03/11/2024		F		3,064(2)	D	$46.6	124,336	D
Class A Common Stock	03/11/2024		M		6,460	A	(1)	130,796	D
Class A Common Stock	03/11/2024		F		2,543(2)	D	$46.6	128,253	D
Class A Common Stock	03/11/2024		A		46,716	A	(3)	174,969	D
Class A Common Stock	03/11/2024		F		18,383(2)	D	$46.6	156,586	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
Restricted Stock Units	(1)	03/11/2024		M			7,638	(4)	(4)	Class A Common Stock	7,638	$0	35,981	D
Restricted Stock Units	(1)	03/11/2024		M			7,786	(5)	(5)	Class A Common Stock	7,786	$0	28,195	D
Restricted Stock Units	(1)	03/11/2024		M			6,460	(6)	(6)	Class A Common Stock	6,460	$0	21,735	D
Restricted Stock Units	(1)	03/11/2024		A		24,857		(7)	(7)	Class A Common Stock	24,857	$0	46,592	D

Explanation of Responses:

1. Restricted stock units represent a contingent right to receive Class A common stock. Upon vesting, one share of Class A common stock will be delivered for each vested restricted stock unit.

2. Represents shares withheld by the Company to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units.

3. Represents shares earned for the performance share units granted in 2021 for the three-year performance period ending December 31, 2023 as approved by the Compensation Committee of the Board of Directors and issued March 11, 2024.

4. On March 10, 2023, the reporting person was granted 22,913 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

5. On March 11, 2021, the reporting person was granted 23,358 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

6. On March 11, 2022, the reporting person was granted 19,380 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

7. On March 11, 2024, the reporting person was granted 24,857 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Joel Bender, by William Marsh as Attorney-in-Fact	03/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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