SEC Form 4 · accession 0001179110-19-003068
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William A Zartler
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Mar 1, 2019
Accepted (ET)
Mar 4, 2019 · 4:39 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 1, 2019 | A | 100,000 | $0.00 | A | 183,911 | D | |
| Class B Common StockF3 | holding | — | — | — | 726,819 | D | ||
| Class B Common StockF3,F4 | holding | — | — | — | 4,413,496 | 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 UnitsF5 | — | holding | — | — | — | — | — | Class A Common Stock | 726,819 | 726,819 | D |
| Solaris Oilfield Infrastructure, LLC UnitsF3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 4,413,496 | 4,413,496 | I |
Explanation of responses
- F1Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The award vests in three equal annual installments on the first three anniversaries of the grant date.
- F2Includes 100,000 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.
- F3Each 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.
- F4Represents 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.
- F5Subject 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 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.