Bender Scott's Form 4 filing
Cactus, Inc. (WHD) · filed Mar 15, 2022
- Accession no.
- 0001699136-22-000051
- Filed
- Mar 15, 2022
- Trade date
- Mar 11-15, 2022
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 7 non-derivative transactions and 3 derivative transactions. Open-market sales total $9.43M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Bender ScottCIK 0001701688 | Director, Officer (President and CEO), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 11, 2022 | Class B Common Stock | JOtherDisposed | −1,000,000 | –F1 | – | 14,014,963 | Indirect | Duplicate filing |
| Mar 11, 2022 | Class B Common Stock | AGrant or awardAcquired | +900,000 | –F1 | – | 14,914,963 | Indirect | Duplicate filing |
| Mar 11, 2022 | Class B Common Stock | DReturned to the companyDisposed | −900,000 | –F4 | – | 14,014,963 | Indirect | Duplicate filing |
| Mar 11, 2022 | Class A Common Stock | JOtherAcquired | +900,000 | –F5 | – | 995,144 | Direct | |
| Mar 11, 2022 | Class A Common Stock | SSaleDisposed | −79,329 | $55.99 | −$4,441,630.71 | 915,815 | Direct | |
| Mar 14, 2022 | Class A Common Stock | SSaleDisposed | −82,067 | $51.16 | −$4,198,547.72 | 833,748 | Direct | |
| Mar 15, 2022 | Class A Common Stock | SSaleDisposed | −16,268 | $48.70 | −$792,251.6 | 817,480 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 11, 2022 | Class A Common Stock | JOtherDisposed | −1,000,000 | –F1 | – | 14,014,963 | Indirect | Duplicate filing |
| Mar 11, 2022 | Class A Common Stock | AGrant or awardAcquired | +900,000 | –F8 | – | 14,914,963 | Indirect | Duplicate filing |
| Mar 11, 2022 | Class A Common Stock | JOtherDisposed | −900,000 | –F9 | – | 14,014,963 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the first amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. Bender Investment Company ("BIC"), a Nevada corporation controlled by the Reporting Person, redeemed a portion of its ownership interests in Cactus Enterprises. In connection with the redemption by BIC of its interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 900,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer. In addition, Cactus Enterprises distributed to Steven Bender 100,000 Units and a corresponding number of shares of Class B Common Stock.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
- F4
In connection with its redemption of Units, as described below, BIC disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
Referenced by the price of 1 transaction in Table I.
- F5
In connection with its redemption of Units, as described below, BIC acquired 900,000 shares of Class A Common Stock.
Referenced by the price of 1 transaction in Table I.
- F8
(Continued) 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. The Issuer did not exercise the Call Right in connection with the redemptions described in this Report.
Referenced by the price of 1 transaction in Table II.
- F9
The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on March 11, 2022.
Referenced by the price of 1 transaction in Table II.