CEP II-GP, LLC 4
4 · Cactus, Inc. · Filed Mar 25, 2019
Insider Transaction Report
Form 4
Cactus, Inc.WHD
CADENT ENERGY PARTNERS II LP
Director10% Owner
Transactions
- Sale
Class A Common Stock
2019-03-21$35.93/sh−5,950,000$213,783,500→ 5,264 total - Other
Class A Common Stock
2019-03-21+5,950,000→ 5,955,264 total - Other
Units
2019-03-21−5,950,000→ 8,347,466 total→ Class A Common Stock (5,950,000 underlying) - Disposition to Issuer
Class B Common Stock
2019-03-21−5,950,000→ 8,347,466 total
Footnotes (6)
- [F1]These securities were disposed of in connection with the closing of the Issuer's most recent secondary public offering on March 21, 2019 (the "Offering"). In connection with the redemption of Units, as described below, the Reporting Person disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
- [F2]These securities were acquired in connection with the closing of the Offering. In connection with the redemption of Units, as described below, the Reporting Person acquired a corresponding number of shares of Class A Common Stock.
- [F3]"Units" mean ownership interests in Cactus Wellhead, LLC ("Cactus LLC"). The Issuer is the sole managing member of Cactus LLC.
- [F4]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 "Redmeption Right"). In connection with the Offering, the Reporting Person exercised his Redemption Right with respect to Units owned by him.
- [F5]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 "Call Right"). In connection with the Offering, the Issuer exercised its Call Right and acquired the tendered Units (and a corresponding number of shares of Class B Common Stock) in return for shares of Class A Common Stock.
- [F6]The Units were redeemed for Class A Common Stock on March 21, 2019 in connection with the Offering.