Robert Wayne Prejean - Jun 20, 2023 Form 4 Insider Report for ROC Energy Acquisition Corp. (DTI)

Role: CEO, President, Director
Signature: /s/ R. Wayne Prejean
Stock symbol: DTI
Transactions as of: Jun 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/22/2023, 05:52 PM
Next filing: Feb 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DTI	Common Stock	Award		+439K			439K	Jun 20, 2023	By Robjon Holdings, L.P.	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DTI	Stock Option (right to buy)	Award		+1.2M			1.2M	Jun 20, 2023	Common Stock	1.2M	$3.72	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in connection with the Issuer's business combination (the "Business Combination") with Drilling Tools International Holdings, Inc. ("Legacy DTI") in accordance with the terms of the Agreement and Plan of Merger dated as of February 13, 2023 and amended as of June 5, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a ROC Energy Acquisition Corp.), ROC Merger Sub, Inc. ("Merger Sub") and Legacy DTI. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy DTI (i) common stock was converted into the right to receive 0.2282 shares of common stock of the Issuer ("Common Stock") and (ii) preferred stock was converted into the right to receive 0.3299 shares of Common Stock and $0.54 in cash (the "Preferred Cash Consideration"). The Business Combination closed on June 20, 2023 (the "Closing Date").
F2	(Continued from Footnote 1) Pursuant to the terms of an Exchange Agreement by and between ROC Energy Holdings, LLC, a Delaware limited liability company, Merger Sub, Legacy DTI and Robjon Holdings, L.P. ("Robjon"), Robjon elected to exchange the $300,000 of Preferred Cash Consideration it was entitled to received pursuant to the Merger Agreement into 56,703 shares of Common Stock, which are included in the reported amount.
F3	The Reporting Person may be deemed to have voting power and dispositive power over the shares held by Robjon. Mr. Prejean is the President, Manager and sole owner of Robjon LLC, Robjon's general partner. Mr. Prejean disclaims any beneficial ownership of any shares of Common Stock held by Robjon, other than his pecuniary interest therein.
F4	As of the Closing Date, all shares of Common Stock subject to the stock options held by the Reporting Person are vested.
F5	The stock options were received in exchange for stock options to purchase 5,266,000 shares of common stock of Legacy DTI for $0.85 per share in connection with the Business Combination.