Sec Form 4 Filing - Tadlock Stephen @ Cactus, Inc. - 2021-09-13

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 Tadlock Stephen 2. Issuer Name and Ticker or Trading Symbol Cactus, Inc. [ WHD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, CFO and Treasurer (Last) (First) (Middle) 920 MEMORIAL CITY WAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2021 (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 09/13/2021 A( 1 ) 13,686 A 13,686 D Class B Common Stock 09/14/2021 J( 2 ) 13,686 D 0 D Class A Common Stock 09/14/2021 J( 2 ) 13,686 A 84,129 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 ( 3 ) ( 4 ) ( 5 ) 09/13/2021 A( 1 ) 13,686 ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 13,686 ( 1 ) 13,686 D Units ( 3 ) ( 4 ) ( 5 ) 09/14/2021 J( 2 ) 13,686 ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 13,686 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tadlock Stephen 920 MEMORIAL CITY WAY SUITE 300 HOUSTON, TX77024 VP, CFO and Treasurer Signatures /s/ Stephen Tadlock, by David Isaac as Attorney-in-Fact 09/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 13, 2021, Cadent Energy Partners II-GP, L.P., an entity in which the Reporting Person was a limited partner, transferred to the Reporting Person 13,686 shares of the Class B common stock, par value $0.01 per share ("Class B Common Stock"), of Cactus, Inc. (the "Company") and a corresponding number of units representing limited liability company interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") as part of a pro rata distribution to its limited partners in accordance with the governing documents of Cadent Energy Partners II-GP, L.P. ( 2 )On September 14, 2021, the Reporting Person redeemed 13,686 Units pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC. In connection with this redemption, Cactus LLC cancelled 13,686 Units, and the Company cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 13,686 shares of Class A Common Stock. ( 3 )"Units" mean ownership interests in Cactus LLC. The Company 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 (the "Redemption Right"). The Reporting Person exercised his Redemption Right with respect to Units owned by him. ( 5 )Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the 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.

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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