Bender Joel's Form 4 filing
Cactus, Inc.WHD · filed Nov 8, 2024
- Accession no.
- 0001699136-24-000126
- Filed
- Nov 8, 2024
- Trade date
- Nov 6, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 5 non-derivative transactions and 3 derivative transactions. Open-market sales total $65.3M. It was filed 2 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 JoelCIK 0001701689 | Director, Officer (President), 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 6, 2024 | Class B Common Stock | JOtherDisposed | −1,100,000 | –F1 | – | 10,360,741 | Indirect | |
| Nov 6, 2024 | Class B Common Stock | AGrant or awardAcquired | +1,000,000 | –F1 | – | 11,360,741 | Indirect | |
| Nov 6, 2024 | Class B Common Stock | DReturned to the companyDisposed | −1,000,000 | –F4 | – | 10,360,741 | Indirect | |
| Nov 6, 2024 | Class A Common Stock | JOtherAcquired | +1,000,000 | –F5 | – | 1,156,586 | Direct | |
| Nov 6, 2024 | Class A Common Stock | SSaleDisposed | −1,000,000 | $65.35 | −$65,350,000 | 156,586 | 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 6, 2024 | Class A Common Stock | JOtherDisposed | −1,100,000 | –F1 | – | 10,360,741 | Indirect | |
| Nov 6, 2024 | Class A Common Stock | AGrant or awardAcquired | +1,000,000 | –F7 | – | 11,360,741 | Indirect | |
| Nov 6, 2024 | Class A Common Stock | JOtherDisposed | −1,000,000 | –F8 | – | 10,360,741 | Indirect |
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 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, 1,000,000 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 1,000,000 shares of Class A Common Stock.
Referenced by the price of 1 transaction in Table I.
- F7
The amended and restated limited liability company operating agreement of Cactus Companies provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies 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.
Referenced by the price of 1 transaction in Table II.
- F8
The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on November 6, 2024.
Referenced by the price of 1 transaction in Table II.