Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

SOLARIS OILFIELD INFRASTRUCTURE, INC.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

83418M103

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 83418M103		13G		Page 2 of 5 Pages

 

1.		NAMES OF REPORTING PERSONS   BlueMountain Capital Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   1,991,859
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   1,991,859

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,991,859
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.3% (1)
12.		TYPE OF REPORTING PERSON (see instructions)   IA

 

(1)	The percentage set forth in Row 11 of this Cover Page is based on the 27,387,612 shares of Common Stock (as defined herein) outstanding as of October 31, 2018, as reported on the Form 10-Q of the Issuer (as defined herein) filed with the Securities and Exchange Commission on October 31, 2018.

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CUSIP No. 83418M103		13G		Page 3 of 5 Pages

 

Item 1.

 

(a)

Name of Issuer

Solaris Oilfield Infrastructure, Inc.

 

(b)

Address of Issuers principal executive offices

9811 Katy Freeway, Suite 700, Houston, TX 77024

Item 2.

 

(a)

Name of person filing

This Schedule 13G is being filed on behalf of BlueMountain Capital Management, LLC (BMCM) with respect to the shares of Class A Common Stock, $0.01 par value per share (the Common Stock), of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the Issuer).

BMCM, which is the beneficial owner of 1,709,214 shares of Common Stock, acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by, the following entities (each, a BlueMountain Fund):

 

(i)

BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 181,331 shares of Common Stock directly owned by it; and

 

(ii)

BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 101,314 shares of Common Stock directly owned by it.

The filing of this statement should not be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock owned by the BlueMountain Funds.

 

(b)

Address or principal business office or, if none, residence

280 Park Avenue, 12th Floor, New York, New York 10017

 

(c)

Citizenship

See Row 4 of the Cover Page.

 

(d)

Title of class of securities

Class A Common Stock, par value $0.01 per share

 

(e)

CUSIP No.

83418M103

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		☒		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		☐		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		☐		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

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CUSIP No. 83418M103		13G		Page 4 of 5 Pages

 

Item 4. Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the Cover Page and is incorporated herein by reference.

BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities owned by the BlueMountain Funds.

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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CUSIP No. 83418M103		13G		Page 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATED: February 14, 2019
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By:		/s/ Eric M. Albert
		Eric M. Albert, Chief Compliance Officer