SEC Form 4 · accession 0000899243-17-016686
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kyle S. Ramachandran
Officer — Chief Financial Officer
Period of report
Jun 16, 2017
Accepted (ET)
Jun 19, 2017 · 5:19 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 B Common StockF1 | Jun 16, 2017 | J | 415,092 | $0.00 | A | 692,496 | D | |
| Class B Common StockF1 | Jun 16, 2017 | J | 32,437 | $0.00 | A | 57,166 | I | 401(k) Plan |
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 UnitsF3 | $0.00 | Jun 16, 2017 | J | 415,092 | A | — | — | Class A Common Stock | 415,092 | 692,496 | D |
| Solaris Oilfield Infrastructure, LLC UnitsF3 | $0.00 | Jun 16, 2017 | J | 32,437 | A | — | — | Class A Common Stock | 32,437 | 57,166 | I |
Explanation of responses
- F1Each 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.
- F2On June 16, 2017, Loadcraft Site Services LLC ("LSS") distributed an aggregate total of 11,595,898 units in Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), together with a corresponding number of shares of the Issuer's Class B common stock, to its members on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the Unitholders' Agreement, dated as of April 14, 2017, by and among LSS, SEC Loadcraft Management LLC and the other signatories thereto, with no consideration being paid in connection therewith.
- F3Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, the units in Solaris LLC (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.