SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rothstein Bruce M

(Last)

(First)

(Middle)

920 MEMORIAL CITY WAY

SUITE 300

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/15/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	09/13/2021		A⁽¹⁾		27,796	A	⁽¹⁾	27,796⁽²⁾	D
Class B Common Stock	09/13/2021		A⁽³⁾		185,110⁽⁴⁾	A	⁽³⁾	185,110⁽⁴⁾	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units⁽⁶⁾	⁽⁷⁾⁽⁸⁾	09/13/2021		A⁽¹⁾		27,796		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Class A Common Stock	27,796	⁽⁷⁾⁽⁸⁾	27,796⁽²⁾	D
Units⁽⁶⁾	⁽⁷⁾⁽⁸⁾	09/13/2021		A⁽³⁾		185,110⁽⁴⁾		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Class A Common Stock	185,110⁽⁴⁾	⁽⁷⁾⁽⁸⁾	185,110⁽⁴⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. On September 13, 2021, Cadent Management Services, LLC, an entity in which the Reporting Person was a member, transferred to the Reporting Person 27,796 shares of the Class B common stock, par value $0.01 per share ("Class B Common Stock"), of Cactus, Inc. (the "Company") and a corresponding number of units representing limited liability company interests ("Units") in Cactus Wellhead, LLC ("Cactus LLC") as part of a pro rata distribution to its owners in accordance with the governing documents of Cadent Management Services, LLC.

2. Due to a clerical error, the Form 4 filed on September 15, 2021 incorrectly reported 212,186 shares of Class B Common Stock and 212,186 Units directly owned by the Reporting Person following the reported transactions. The correct number was 27,796 shares of Class B Common Stock and 27,796 Units directly owned by the Reporting Person following the reported transactions.

3. On September 13, 2021, Cadent Energy Partners II-GP, L.P., an entity in which the Reporting Person was a limited partner, transferred to the Reporting Person 185,110 shares of Class B Common Stock and a corresponding number of Units as part of a pro rata distribution to its limited partners in accordance with the governing documents of Cadent Energy Partners II-GP, L.P.

4. Due to a clerical error, the Form 4 filed on September 15, 2021 incorrectly reported 184,390 shares of Class B Common Stock and 184,390 Units received by the Reporting Person and indirectly owned by the Reporting Person following the reported transactions. The correct number was 185,110 shares of Class B Common Stock and 185,110 Units received by the Reporting Person and indirectly owned by the Reporting Person following the reported transactions.

5. The securities reported in this line are directly owned by trusts established for the benefit of the Reporting Person and members of his family.

6. "Units" mean ownership interests in Cactus LLC. The Company is the sole managing member of Cactus LLC.

7. 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").

8. 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.

Remarks:

	/s/ Bruce Rothstein, by William Marsh as Attorney-in-Fact	08/23/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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