Sec Form 4 Filing - Bender Scott @ Cactus, Inc. - 2021-03-12

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Bender Scott
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 and CEO
(Last)
(First)
(Middle)
920 MEMORIAL CITY WAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2021
(Street)
HOUSTON, TX77024
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
Class B Common Stock 03/12/2021 A 105,963 A 17,631,734 I See Footnote ( 2 ) ( 3 )
Class B Common Stock 03/12/2021 D 105,963 D 17,525,771 I See Footnote ( 2 ) ( 3 )
Class B Common Stock 03/12/2021 A 1,518,149 A 17,525,771 I See Footnote ( 2 ) ( 3 )
Class B Common Stock 03/12/2021 D 1,518,149 D 16,007,622 I See Footnote ( 2 ) ( 3 )
Class B Common Stock 03/12/2021 J( 5 ) 305,388 D 15,702,234 I See Footnote ( 2 ) ( 3 )
Class A Common Stock 03/12/2021 J( 6 ) 105,963 A 176,427 D
Class A Common Stock 03/12/2021 S 105,963 D $ 30.555 70,464 D
Class A Common Stock 03/12/2021 J( 6 ) 1,518,149 A 1,588,613 D
Class A Common Stock 03/12/2021 S 1,518,149 D $ 30.555 70,464 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 (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
Units ( 7 ) ( 8 ) ( 9 ) 03/12/2021 A( 1 ) 105,963 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 105,963 ( 8 ) ( 9 ) 17,631,734 I See Footnote ( 2 ) ( 3 )
Units ( 7 ) ( 8 ) ( 9 ) 03/12/2021 J( 4 ) 105,963 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 105,963 ( 10 ) 17,525,771 I See Footnote ( 2 ) ( 3 )
Units ( 7 ) ( 8 ) ( 9 ) 03/12/2021 A( 1 ) 1,518,149 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 1,518,149 ( 8 ) ( 9 ) 17,525,771 I See Footnote ( 2 ) ( 3 )
Units ( 7 ) ( 8 ) ( 9 ) 03/12/2021 J( 4 ) 1,518,149 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 1,518,149 ( 10 ) 16,007,622 I See Footnote ( 2 ) ( 3 )
Units ( 7 ) ( 8 ) ( 9 ) 03/12/2021 J( 5 ) 305,388 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 305,388 ( 10 ) 15,702,234 I See Footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bender Scott
920 MEMORIAL CITY WAY, SUITE 300
HOUSTON, TX77024
X X President and CEO
Signatures
/s/ Scott Bender, by David Isaac as Attorney-in-Fact 03/16/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were acquired in connection with the closing of the Issuer's most recent secondary public offering on March 12, 2021 (the "Offering"). In connection with the Offering, Bender Investment Company, a Nevada corporation ("BIC"), and SJB BIC LP, a Texas limited partnership, both of which are controlled by the Reporting Person, redeemed a portion of their ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises. In connection with the redemptions of interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 1,518,149 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. In addition, Cactus Enterprises distributed to SJB BIC LP 105,963 Units and a corresponding number of shares of Class B Common Stock.
( 2 )The securities reported herein are directly owned by Cactus Enterprises. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to have an indirect pecuniary interest in the securities held directly by Cactus Enterprises through his ownership interest in Cactus Enterprises. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Cactus Enterprises is reported herein. The reporting person disclaims beneficial ownership of any securities that he does not directly own, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person.
( 3 )Following all of the transactions reported herein, the Reporting Person is deemed to beneficially own 15,702,234 shares of Class B Common Stock and 15,702,234 Units owned by Cactus Enterprises.
( 4 )These securities were disposed of in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and SJB BIC LP disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
( 5 )In connection with the transactions associated with the closing of the Issuer's most recent secondary public equity offering, Cactus Enterprises distributed Class B Common Stock and Units to certain of its members.
( 6 )These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, BIC and SJB BIC LP acquired 1,518,149 and 105,963 shares of Class A Common Stock, respectively.
( 7 )"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
( 8 )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 (the "Redemption Right"). In connection with the Offering, the Reporting Person exercised his Redemption Right with respect to Units owned by him.
( 9 )Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) 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. In connection with the Offering, the Issuer exercised its Call Right and acquired the tendered Units (and a corresponding number of shares of Class B Common Stock) in return for Shares of Class A Common Stock.
( 10 )The Units were redeemed for Class A Common Stock on March 12, 2021 in connection with the Offering.

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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