Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)*
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Cactus, Inc. (Name of Issuer) |
Class A common stock, par value $0.01 per share (Title of Class of Securities) |
127203107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,160,359.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Beneficial ownership of the Class A common stock, par value $0.01 per share ("Class A Common Stock"), ofCactus, Inc. (the "Issuer") referred to herein is being reported hereunder solely because the reporting person directlyowns 10,160,359 shares of Class B common stock of the Issuer ("Class B Common Stock") and 10,160,359 unitsrepresenting limited liability company interests ("CC Units") in Cactus Companies, LLC ("Cactus Companies"),which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Amended andRestated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLCAgreement"). Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute anadmission by any reporting person that it is the beneficial owner of any of the securities referred to herein forpurposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and suchbeneficial ownership is expressly disclaimed.(2) Based on 68,151,542 shares of Class A Common Stock of the Issuer issued and outstanding as of February 12,2025 and 11,432,545 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class BCommon Stock together with CC Units, as described above, outstanding on that date.
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,202,135.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Together with Joel Bender, Scott Bender controls Cactus WH Enterprises, LLC ("Cactus WH Enterprises") andis deemed to beneficially own 10,160,359 shares of Class B Common Stock and 10,160,359 CC Units directly heldby Cactus WH Enterprises, which are exchangeable for shares of Class A Common Stock on a one-for-one basis,pursuant to the Cactus Companies LLC Agreement. Neither the filing of this Schedule 13G nor any of its contentsshall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of thesecurities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, orfor any other purpose, and such beneficial ownership is expressly disclaimed.(2) Based on 68,151,542 shares of Class A Common Stock of the Issuer issued and outstanding as of February 12,2025 and 11,432,545 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class BCommon Stock together with CC Units, as described above, outstanding on that date.
SCHEDULE 13G
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| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,316,945.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Together with Scott Bender, Joel Bender controls Cactus WH Enterprises and is deemed to beneficially own10,160,359 shares of Class B Common Stock and 10,160,359 CC Units directly held by Cactus WH Enterprises,which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the CactusCompanies LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed toconstitute an admission by any reporting person that it is the beneficial owner of any of the securities referred toherein 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) Based on 68,151,542 shares of Class A Common Stock of the Issuer issued and outstanding as of February 12,2025 and 11,432,545 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class BCommon Stock together with CC Units, as described above, outstanding on that date.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cactus, Inc. | |
| (b) | Address of issuer's principal executive offices:
920 Memorial City Way, Suite 300, Houston, TX, 77024 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by Cactus WH Enterprises, LLC, a Delawarelimited liability company ("Cactus WH Enterprises"), Scott Bender, an individual, and Joel Bender, an individual. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address of Cactus WH Enterprises, Scott Bender and Joel Bender is 920 Memorial City Way, Suite 300, Houston, Texas 77024. | |
| (c) | Citizenship:
Cactus WH Enterprises is organized under the laws of the state of Delaware. Each of Scott Bender and Joel Bender is a USA citizen. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.01 per share | |
| (e) | CUSIP No.:
127203107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. | |
| (b) | Percent of class:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Cactus WH Enterprises, LLCScott BenderJoel Bender | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable | ||
| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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