SEC Form 4 · accession 0001104659-19-013412
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Burke
Director
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 5:09 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,F2 | Mar 5, 2019 | M | 10,629 | $2.87 | A | 16,270 | D | |
| Class A Common StockF3,F4,F2 | Mar 5, 2019 | F | 1,820 | $16.7634 | D | 14,450 | D | |
| Class A Common StockF4 | Mar 5, 2019 | S | 8,809 | $16.7634 | D | 5,641 | D | |
| Class B Common StockF5 | holding | — | — | — | 92,734 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to purchase Class A Common Stock, par value $0.01F1 | $2.87 | Mar 5, 2019 | M | 10,629 | D | — | Nov 20, 2025 | Class A Common Stock | 10,629 | 0 | D |
| Solaris Oilfield Infrastructure, LLC UnitsF6 | — | holding | — | — | — | — | — | Class A Common Stock | 92,734 | 92,734 | D |
Explanation of responses
- F1Represents options to purchase Class A common stock which become exercisable immediately following the completion of the IPO, and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the IPO, these options were converted into options under the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. 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 IPO to an exercise price of $2.87 per share.
- F2Includes Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.
- F3Reflects 1,820 shares withheld by the Issuer at the market price of $16.7634 per share, less an exercise price of $2.87 per share, to fund the cashless exercise of 10,629 options.
- F4The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.645 to $16.90 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth above.
- F5Each 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.
- F6Subject to the terms of 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 units in the 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.