SEC Form 4 · accession 0000899243-17-013931
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William A Zartler
Director · 10% Owner
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 | 67,194 | $0.00 | A | 67,194 | D | |
| Class B Common StockF2 | May 17, 2017 | A | 1,011,230 | $0.00 | A | 1,011,230 | D | |
| Class B Common StockF2,F4 | May 17, 2017 | A | 366,764 | $0.00 | A | 366,764 | I | See Footnote |
| Class B Common StockF2,F5 | May 17, 2017 | A | 11,595,898 | $0.00 | A | 11,595,898 | I | See Footnote |
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 UnitsF6 | $0.00 | May 17, 2017 | A | 1,011,230 | A | — | — | Class A Common Stock | 1,011,230 | 1,011,230 | D |
| Solaris Oilfield Infrastructure, LLC UnitsF4,F6 | $0.00 | May 17, 2017 | A | 366,764 | A | — | — | Class A Common Stock | 366,764 | 366,764 | I |
| Solaris Oilfield Infrastructure, LLC UnitsF5,F6 | $0.00 | May 17, 2017 | A | 11,595,898 | A | — | — | Class A Common Stock | 11,595,898 | 11,595,898 | I |
Explanation of responses
- F1Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. 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, Solaris Energy Capital, LLC ("Solaris Energy Capital") and Loadcraft Site Services LLC ("LSS"), one share of Class B common stock for each Solaris LLC Unit held by such members.
- F4Represents shares held by Solaris Energy Capital. The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the shares held by Solaris Energy Capital in his sole discretion. The Reporting Person disclaims beneficial ownership of the shares held by Solaris Energy Capital in excess of his pecuniary interest therein.
- F5Represents shares held by LSS. SEC Loadcraft Management LLC ("Loadcraft Management") is the sole manager of LSS and has the authority to vote or dispose of the shares held by LSS in its sole discretion. The sole manager of Loadcraft Management is the Reporting Person. As a result, the Reporting Person may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by LSS. The Reporting Person disclaims beneficial ownership of the shares held by LSS in excess of his pecuniary interest therein.
- F6Subject 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.
Remarks
LSS 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 (the "Distribution"). A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person and to Solaris Energy Capital in connection with the Distribution based on (i) their respective equity ownership in LSS 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.