CADENT ENERGY PARTNERS II LP 4

Accession 0001699136-21-000081

CIK 0001699136other

View on SEC.gov Company Profile

Filed

Mar 15, 8:00 PM ET

Accepted

Mar 16, 4:08 PM ET

Size

560.8 KB

Accession

0001699136-21-000081

Insider Transaction Report

Form 4

Period: 2021-03-12

Cactus, Inc.WHD

Cadent Energy Partners, LLC

Director10% Owner

Transactions

Sale
Class A Common Stock
2021-03-12$30.55/sh−4,111,250$125,619,244→ 15,260 total
Other
Class A Common Stock
2021-03-12+4,111,250→ 4,126,510 total
Disposition to Issuer
Class B Common Stock
2021-03-12−4,111,250→ 4,236,216 total
Other
Units
2021-03-12−4,111,250→ 4,236,216 total
→ Class A Common Stock (4,111,250 underlying)

CEP II-GP, LLC

Director10% Owner

Transactions

Other
Units
2021-03-12−4,111,250→ 4,236,216 total
→ Class A Common Stock (4,111,250 underlying)
Disposition to Issuer
Class B Common Stock
2021-03-12−4,111,250→ 4,236,216 total
Other
Class A Common Stock
2021-03-12+4,111,250→ 4,126,510 total
Sale
Class A Common Stock
2021-03-12$30.55/sh−4,111,250$125,619,244→ 15,260 total

CADENT ENERGY PARTNERS II LP

Director10% Owner

Transactions

Sale
Class A Common Stock
2021-03-12$30.55/sh−4,111,250$125,619,244→ 15,260 total
Disposition to Issuer
Class B Common Stock
2021-03-12−4,111,250→ 4,236,216 total
Other
Class A Common Stock
2021-03-12+4,111,250→ 4,126,510 total
Other
Units
2021-03-12−4,111,250→ 4,236,216 total
→ Class A Common Stock (4,111,250 underlying)

Cadent Energy Partners II-GP, LP

Director10% Owner

Transactions

Sale
Class A Common Stock
2021-03-12$30.55/sh−4,111,250$125,619,244→ 15,260 total
Disposition to Issuer
Class B Common Stock
2021-03-12−4,111,250→ 4,236,216 total
Other
Class A Common Stock
2021-03-12+4,111,250→ 4,126,510 total
Other
Units
2021-03-12−4,111,250→ 4,236,216 total
→ Class A Common Stock (4,111,250 underlying)

Footnotes (6)

[F1]These securities were disposed of in connection with the closing of the Issuer's most recent secondary public offering on March 12, 2021 (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 "Redemption 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. 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 12, 2021 in connection with the Offering.

Documents

5 files

Issuer

Cactus, Inc.

CIK 0001699136

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001422354

Filing Metadata

Form type: 4
Filed: Mar 15, 8:00 PM ET
Accepted: Mar 16, 4:08 PM ET
Size: 560.8 KB

View on SEC.gov