Home > Insider Trading > Filing (0001179110-21-003277)

Filing Details

Accession Number:: 0001179110-21-003277
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-11 18:52:41
Reporting Period:: 2021-02-25

Accepted Time:: 2021-03-11 18:52:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1697500	Solaris Oilfield Infrastructure Inc.	SOI	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1370287	Jr Howard W Keenan	410 Park Avenue, 20Th Floor New York NY 10022		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-02-25	500,000	$0.00	500,000	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2021-02-25	500,000	$11.00	0	No	4	S	Indirect	See Footnote
Class B Common Stock	Disposition	2021-02-25	500,000	$0.00	8,454,234	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-03-10	400,000	$0.00	400,000	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2021-03-10	400,000	$12.75	0	No	4	S	Indirect	See Footnote
Class B Common Stock	Disposition	2021-03-10	400,000	$0.00	8,054,234	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	J	Indirect	See Footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Solaris Oilfield Infrastructure, LLC Units	Disposition	2021-02-25	500,000	$0.00	500,000	$0.00
Class A Common Stock	Solaris Oilfield Infrastructure, LLC Units	Disposition	2021-03-10	400,000	$0.00	400,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,454,234			No	4	C	Indirect
8,054,234			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	32,759	Direct

Footnotes

Includes 12,643 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.
A Form 4 was filed on February 26, 2021 for Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X") disclosing the sale of 500,000 shares of Class A common stock; however, due to an administrative error, the shares, which are held indirectly by the reporting person in his capacity as a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X, failed to be reported and are included in this filing.
Pursuant 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 Yorktown X, 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 1 above).
The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X.
Each 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.
Subject 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.
On February 25, 2021, Yorktown X executed a block trade under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which an aggregate of 500,000 shares of the Issuer's Class A common stock were sold in a single transaction exempt from registration under Rule 144 at a price of $11.00 per share.
On March 10, 2021, Yorktown X executed a block trade under Rule 144 of the Securities Act, pursuant to which an aggregate of 400,000 shares of the Issuer's Class A common stock were sold in a single transaction exempt from registration under Rule 144 at a price of $12.75 per share.