MCGOVERN MICHAEL Y 4
4 · Cactus, Inc. · Filed May 19, 2022
Insider Transaction Report
Form 4
Cactus, Inc.WHD
MCGOVERN MICHAEL Y
Director
Transactions
- Disposition to Issuer
Class B Common Stock
2022-05-17−24,024→ 0 total - Other
Class A Common Stock
2022-05-17+24,024→ 42,399 total - Sale
Class A Common Stock
2022-05-17$49.35/sh−14,099$695,786→ 28,300 total - Other
Units
2022-05-17−24,024→ 0 total→ Class A Common Stock (24,024 underlying) - Sale
Class A Common Stock
2022-05-18$46.71/sh−9,925$463,597→ 18,375 total
Footnotes (4)
- [F1]On May 17, 2022, the Reporting Person redeemed 24,024 units representing limited liability interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the "Cactus Wellhead LLC Agreement"). In connection with this redemption, Cactus LLC cancelled 24,024 Units, and Cactus, Inc (the "Company) cancelled a corresponding number of shares of its Class B Common Stock and issued to the Reporting Person 24,024 shares of Class A Common Stock.
- [F2]"Units" mean ownership interests in Cactus LLC. The Company is the sole managing member of Cactus LLC.
- [F3]The Cactus Wellhead LLC Agreement 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"). The Reporting Person exercised his Redemption Right with respect to Units owned by him.
- [F4]Upon the exercise of the Redemption Right, the Issuer (instead of Cactus LLC) has the 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.