Sec Form 4 Filing - MCGOVERN MICHAEL Y @ Cactus, Inc. - 2022-05-17

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
MCGOVERN MICHAEL Y
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)
(Last) (First) (Middle)
920 MEMORIAL CITY WAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2022
(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 05/17/2022 D 24,024 D 0 D
Class A Common Stock 05/17/2022 J( 1 ) 24,024 A 42,399 D
Class A Common Stock 05/17/2022 S 14,099 D $ 49.35 28,300 D
Class A Common Stock 05/18/2022 S 9,925 D $ 46.71 18,375 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 Own ership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units( 2 ) ( 3 )( 4 ) 05/17/2022 J( 1 ) 24,024 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 24,024 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCGOVERN MICHAEL Y
920 MEMORIAL CITY WAY
SUITE 300
HOUSTON, TX77024
X
Signatures
/s/ Michael McGovern, by Will Marsh as Attorney-in-Fact 05/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 17, 2022, the Reporting Person redeemed 24,024 units representing limited liability interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the "Cactus Wellhead LLC Agreement"). In connection with this redemption, Cactus LLC cancelled 24,024 Units, and Cactus, Inc (the "Company) cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 24,024 shares of Class A Common Stock.
( 2 )"Units" mean ownership interests in Cactus LLC. The Company is the sole managing member of Cactus LLC.
( 3 )The Cactus Wellhead LLC Agreement 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.
( 4 )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).
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