SEC Form 4 · accession 0001104659-17-068918

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

Nov 13, 2017

Accepted (ET)

Nov 15, 2017 · 6:54 pm EST

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^F1,F2	Nov 13, 2017	C	151,259	—	A	229,170	D
Class A Common Stock^F1,F3	Nov 13, 2017	C	848,954	—	A	848,954	I	See Footnote
Class A Common Stock^F2	Nov 14, 2017	S	151,259	$15.0412	D	77,911	D
Class A Common Stock^F3	Nov 14, 2017	S	848,954	$15.0412	D	0	I	See Footnote
Class B Common Stock^F4,F1	Nov 13, 2017	J	151,259	—	D	859,971	D
Class B Common Stock^F4,F1,F3	Nov 13, 2017	J	848,954	—	D	5,203,790	I	See Footnote
Class A Common Stock^F1,F2	Nov 14, 2017	C	39,705	—	A	117,616	D
Class A Common Stock^F1,F3	Nov 14, 2017	C	222,850	—	A	222,850	I	See Footnote
Class A Common Stock^F2	Nov 15, 2017	S	39,705	$15.0412	D	77,911	D
Class A Common Stock^F3	Nov 15, 2017	S	222,850	$15.0412	D	0	I	See Footnote
Class B Common Stock^F4,F1	Nov 14, 2017	J	39,705	—	D	820,266	D
Class B Common Stock^F4,F1,F3	Nov 14, 2017	J	222,850	—	D	4,980,940	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 Units^F5	—	Nov 13, 2017	C	151,259	D	—	—	Class A Common Stock	151,259	859,971	D
Solaris Oilfield Infrastructure, LLC Units^F5,F3	—	Nov 13, 2017	C	848,954	D	—	—	Class A Common Stock	848,954	5,203,790	I
Solaris Oilfield Infrastructure, LLC Units^F5	—	Nov 14, 2017	C	39,705	D	—	—	Class A Common Stock	39,705	820,266	D
Solaris Oilfield Infrastructure, LLC Units^F5,F3	—	Nov 14, 2017	C	222,850	D	—	—	Class A Common Stock	222,850	4,980,940	I

Explanation of responses

F1Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), dated as of May 11, 2017, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed May 17, 2017 (the "Solaris LLC Agreement"), the shares of the Issuer's Class B common stock reported herein were cancelled for no consideration on a one-for-one basis upon the redemption by the Reporting Person of units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of Class B common stock) for the shares of the Issuer's Class A common stock reported herein (except the shares of Class A common stock described in footnote 2 below).
F2Includes 77,911 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.
F3Represents shares held by Solaris Energy Capital, LLC ("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.
F4Each 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.
F5Subject 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.