Sec Form 4 Filing - Vermillion Charles Richard Jr. @ ROC Energy Acquisition Corp. - 2023-06-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Vermillion Charles Richard Jr.
2. Issuer Name and Ticker or Trading Symbol
ROC Energy Acquisition Corp. [ DTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4605 POST OAK PLACE DRIVE, SUITE 202
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2023
(Street)
HOUSTON, TX77027
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 06/20/2023 A 399,944 A 399,944 I By MV Partners I LP ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vermilli on Charles Richard Jr.
4605 POST OAK PLACE DRIVE, SUITE 202
HOUSTON, TX77027
X
Signatures
/s/ C. Richard Vermillion, Jr. 06/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the Issuer's business combination (the "Business Combination") with Drilling Tools International Holdings, Inc. ("Legacy DTI") in accordance with the terms of the Agreement and Plan of Merger dated as of February 13, 2023 and amended as of June 5, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a ROC Energy Acquisition Corp.), ROC Merger Sub, Inc. ("Merger Sub") and Legacy DTI. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy DTI (i) common stock was converted into the right to receive 0.2282 shares of common stock of the Issuer ("Common Stock") and (ii) preferred stock was converted into the right to receive 0.3299 shares of Common Stock and $0.54 in cash (the "Preferred Cash Consideration"). The Business Combination closed on June 20, 2023 (the "Closing Date").
( 2 )(Continued from Footnote 1) Pursuant to the terms of an Exchange Agreement by and between ROC Energy Holdings, LLC, a Delaware limited liability company, Merger Sub, Legacy DTI and MV Partners I LP ("MV Partners"), MV Partners elected to exchange the $500,000 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 94,505 shares of Common Stock, which are included in the reported amount.
( 3 )The Reporting Person may be deemed to have voting power and dispositive power over the shares held by MV Partners. Mr. Vermillion is the sole owner and Chairman of the Board of Directors of MV Partners, Inc., MV Partners' general partner. Mr. Vermillion disclaims any beneficial ownership of any shares of Common Stock held by MV Partners, other than his pecuniary interest therein.

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