SEC Form 4 · accession 0001104659-17-068923
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Solaris Energy Capital, LLC
10% Owner
Period of report
Nov 13, 2017
Accepted (ET)
Nov 15, 2017 · 6:58 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 StockF1 | Nov 13, 2017 | C | 848,954 | — | A | 848,954 | D | |
| Class A Common Stock | Nov 14, 2017 | S | 848,954 | $15.0412 | D | 0 | D | |
| Class B Common StockF2,F1 | Nov 13, 2017 | J | 848,954 | — | D | 5,203,790 | D | |
| Class A Common StockF1 | Nov 14, 2017 | C | 222,850 | — | A | 222,850 | D | |
| Class A Common Stock | Nov 15, 2017 | S | 222,850 | $15.0412 | D | 0 | D | |
| Class B Common Stock(2)F1 | Nov 14, 2017 | J | 222,850 | — | D | 4,980,940 | 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 UnitsF3 | — | Nov 13, 2017 | C | 848,954 | D | — | — | Class A Common Stock | 848,954 | 5,203,790 | D |
| Solaris Oilfield Infrastructure, LLC UnitsF3 | — | Nov 14, 2017 | C | 222,850 | D | — | — | Class A Common Stock | 222,850 | 4,980,940 | D |
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
- 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.
- F3Subject 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.