SEC Form 4 · accession 0000899243-17-013927
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia M. Durrett
Officer — Chief Administrative Officer
Period of report
May 17, 2017
Accepted (ET)
May 19, 2017 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001697500
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | May 17, 2017 | A | 6,870 | $0.00 | A | 6,870 | D | |
| Class B Common StockF2 | May 17, 2017 | A | 6,182 | $0.00 | A | 6,182 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Solaris Oilfield Infrastructure, LLC UnitsF4 | $0.00 | May 17, 2017 | A | 6,182 | A | — | — | Class A Common Stock | 6,182 | 6,182 | D |
| Options to purchase Class A Common Stock, par value $0.01F5 | $2.87 | May 17, 2017 | A | 69,745 | A | — | Nov 20, 2025 | Class A Common Stock | 69,745 | 69,745 | D |
Explanation of responses
- F1Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the "LTIP"). The award vests in full on the first anniversary of the grant date.
- F2Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
- F3Upon closing of the Issuer's initial public offering (the "Offering"), (i) the First Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "Solaris LLC Agreement") to, among other things, convert all of the membership interests in Solaris LLC held by its existing owners, into a single class of units in Solaris LLC referred to as Solaris LLC Units and (ii) Solaris LLC distributed to its members, including the Reporting Person, one share of Class B common stock for each Solaris LLC Unit held by such members.
- F4Subject to the terms of the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer.
- F5Represents options to purchase Class A common stock which became exercisable immediately following the completion of the Offering, and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the offering, these options were converted into options under the LTIP. The options granted under the Solaris LLC 2015 Membership Unit Option Plan had an exercise price of $135.00 per unit, which exercise price was proportionately adjusted in connection with the Offering to an exercise price of $2.87 per share.
Remarks
A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person after the closing of the Offering based on (i) the Reporting Person's equity ownership in Loadcraft Site Services LLC, an entity which intends to distribute the shares of Class B common stock and Solaris LLC Units it received in connection with the Offering on a pro rata basis to its members, and (ii) the 10-day volume weighted average price of the Issuer's Class A common stock following date of its listing on the New York Stock Exchange.