Document

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 127203107
	(1)	Names of Reporting Persons CACTUS WH ENTERPRISES, LLC
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☒
		(b)		☐
	(3)	SEC Use Only
	(4)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			(5)		Sole Voting Power 17,631,734(1)
			(6)		Shared Voting Power 8,347,466(2)
			(7)		Sole Dispositive Power 17,631,734(1)
			(8)		Shared Dispositive Power 0
	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 25,979,200 shares of Class A common stock(1)(2)
	(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
	(11)	Percent of Class Represented by Amount in Row (9) 34.5%(3)
	(12)	Type of Reporting Person (See Instructions) OO

(1) Beneficial ownership of the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Cactus, Inc. (the “Issuer”) referred to herein is being reported hereunder solely because the reporting person directly owns 17,631,734 shares of Class B common stock of the Issuer (“Class B Common Stock”) and 17,631,734 units representing limited liability company interests (“CW Units”) in Cactus Wellhead, LLC (“Cactus LLC”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus LLC Agreement”). Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) In connection with the Issuer’s initial public offering, the Issuer entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with Cadent Energy Partners II, L.P. (“Cadent”) and Cactus WH Enterprises, LLC (“Cactus WHE”), which provides Cadent and Cactus WHE with the right to designate a certain number of nominees to the Issuer’s board of directors so long as they and their respective affiliates collectively beneficially own at least 5% of the outstanding shares of the Issuer’s common stock. Therefore, Cactus WHE may be deemed to beneficially own an aggregate 25,979,200 shares, including the 8,347,466 shares Class A Common Stock issuable to Cadent upon the exchange of shares of Class B Common Stock together with CW Units held directly by Cadent, representing an aggregate combined voting power of 34.5%.

(3) Based on 47,712,577 shares of Class A Common Stock of the Issuer issued and outstanding as of December 31, 2020 and 27,655,077 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class B Common Stock together with CW Units, as described above, outstanding on that date.


CUSIP No. 127203107
	(1)	Names of Reporting Persons Scott Bender
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☒
		(b)		☐
	(3)	SEC Use Only
	(4)	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With			(5)		Sole Voting Power 37,252
			(6)		Shared Voting Power 25,979,200(1)(2)
			(7)		Sole Dispositive Power 37,252
			(8)		Shared Dispositive Power 17,631,734(1)
	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 26,016,452 shares of Class A common stock(1)(2)
	(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
	(11)	Percent of Class Represented by Amount in Row (9) 34.5%(3)
	(12)	Type of Reporting Person (See Instructions) IN

(1) Together with Joel Bender, Scott Bender controls Cactus WHE and is deemed to beneficially own 17,631,734 shares of Class B Common Stock and 17,631,734 CW Units directly held by Cactus WHE, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Cactus LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) As a result of the Stockholders’ Agreement, Cactus WHE, and therefore Scott Bender, may be deemed to share voting power over 8,347,466 shares of Class A Common Stock issuable to Cadent upon the exchange of shares of Class B Common Stock together with CW Units held directly by Cadent. Scott Bender disclaims beneficial ownership of the securities deemed owned by Cactus WHE in excess of his pecuniary interests therein.


CUSIP No. 127203107
	(1)	Names of Reporting Persons Joel Bender
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☒
		(b)		☐
	(3)	SEC Use Only
	(4)	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With			(5)		Sole Voting Power 36,355
			(6)		Shared Voting Power 25,979,200(1)(2)
			(7)		Sole Dispositive Power 36,355
			(8)		Shared Dispositive Power 17,631,734(1)
	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 26,015,555 shares of Class A common stock(1)(2)
	(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
	(11)	Percent of Class Represented by Amount in Row (9) 34.5%(3)
	(12)	Type of Reporting Person (See Instructions) IN

(1) Together with Scott Bender, Joel Bender controls Cactus WHE and is deemed to beneficially own 17,631,734 shares of Class B Common Stock and 17,631,734 CW Units directly held by Cactus WHE, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Cactus LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) As a result of the Stockholders’ Agreement, Cactus WHE, and therefore Joel Bender, may be deemed to share voting power over 8,347,466 shares of Class A Common Stock issuable to Cadent upon the exchange of shares of Class B Common Stock together with CW Units held directly by Cadent. Joel Bender disclaims beneficial ownership of the securities deemed owned by Cactus WHE in excess of his pecuniary interests therein.

Item 2(a). Name of Person Filing: This statement is jointly filed by Cactus WH Enterprises, LLC, a Delaware limited liability company (“Cactus WHE”), Scott Bender, an individual, and Joel Bender, an individual.

Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business office address of Cactus WHE, Scott Bender and Joel Bender is 920 Memorial City Way, Suite 300, Houston, Texas 77024.


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8).

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	☒	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.


Date:			February 16, 2021

By:			/s/ Scott Bender
Name:			Scott Bender

By:			/s/ Joel Bender
Name:			Joel Bender

Cactus WH Enterprises, LLC

By:			/s/ Scott Bender
Name:			Scott Bender
Title:			Manager


Exhibit No.						Description

99.1						Joint Filing Agreement, by and among the Reporting Persons, dated February 13, 2020, incorporated by reference to Exhibit 99.1 to the Schedule 13G/A filed by the Reporting Persons on February 13, 2020.