Sec Form 3 Filing - Cactus Healthcare Management LP @ Cactus Acquisition Corp. 1 Ltd - 2021-10-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Cactus Healthcare Management LP
2. Issuer Name and Ticker or Trading Symbol
Cactus Acquisition Corp. 1 Ltd [ CCTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CACTUS ACQUISITION CORP. 1 LIMITED,, 4B CEDAR BROOK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2021
(Street)
CRANBURY, NJ08512
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 A ordinary shares( 1 ) 3,162,500( 2 ) D( 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
Cactus Healthcare Management LP
C/O CACTUS ACQUISITION CORP. 1 LIMITED,
4B CEDAR BROOK DRIVE
CRANBURY, NJ08512
X
Cactus Healthcare Management LLC
C/O CACTUS ACQUISITION CORP. 1 LIMITED,
4B CEDAR BROOK DRIVE
CRANBURY, NJ08512
X
Signatures
/s/ Cactus Healthcare Management, LP, By Cactus Healthcare Management LLC, its sole General Partner, By Stephen T. Wills, Secretary 03/18/2022
Signature of Reporting Person Date
/s/ Cactus Healthcare Management LLC, By Stephen T. Wills, Secretary 03/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares reported hereby are Class A ordinary shares that are issuable on a one-for-one basis upon automatic conversion of an equivalent number of Class B ordinary shares beneficially owned by the Reporting Persons, which conversion will occur upon consummation of the Issuer's initial business combination. Class B ordinary shares and Class A ordinary shares are generally entitled to identical economic and voting rights, with certain limited exceptions, and are therefore treated as a single class for purposes hereof.
( 2 )Up to 412,500 of the 3,162,500 shares reported herein were subject to forfeiture to the extent the underwriters for the Issuer's initial public offering would not exercise their over-allotment option for that offering by December 12, 2021. The underwriters fully exercised that over-allotment option, so there was no forfeiture of any shares reported herein.
( 3 )The shares reported in this row are held of record by Cactus Healthcare Management LP (the "Cactus sponsor"). Cactus Healthcare Management LLC (the "Cactus sponsor GP") serves as the sole general partner of the Cactus sponsor and directs voting and investment decisions made by the Cactus sponsor with respect to the subject shares. The Cactus sponsor GP is owned equally by Hibotan LLC (an affiliate of Israel Biotech Fund), Kalistcare Limited (an affiliate of Consensus Business Group) and Clal Biotechnology Industries Cactus Ltd. (an affiliate of Clal Biotechnology Industries Ltd.), each of which holds a 33.33% equity interest in the Cactus sponsor GP. The Cactus sponsor GP does not possess a pecuniary interest with respect to the subject shares and therefore disclaims beneficial ownership thereof.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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