Jose Enrique Feliciano Form 3 Smart Sand / Jose Enrique Feliciano ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Feliciano Jose Enrique

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD., SUITE 800

(Street)

SANTA MONICA 90401

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2016

3. Issuer Name and Ticker or Trading Symbol
Smart Sand, Inc. [ SND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,486.458(1)	I	See footnotes(2)(4)
Redeemable Series A Preferred Stock	39,632(3)	I	See footnotes(2)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The 6,486.458 shares of common stock are owned of record by Clearlake Capital Partners II (Master), L.P. ("CCPII"). Prior to the closing of Smart Sand, Inc.'s initial public offering, the common stock of Smart Sand, Inc. will split 2,200 for-1, resulting in CCPII owning 14,270,207 shares of common stock.

2. CCPII's general partner is Clearlake Capital Partners II GP, L.P. ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC ("CCP"). CCP's managing member is CCG Operations, LLC ("CCG Ops"). Mr. Feliciano and Behdad Eghbali are managers of CCG Ops. As a result, each of Mr. Feliciano, Mr. Eghbali, CCG Ops, CCPII GP and CCP may be deemed to share beneficial ownership of the reported shares of common stock and Preferred Stock.

3. The 39,632 shares of non-convertible Redeemable Series A Preferred Stock (the "Preferred Stock") are owned of record by CCPII. The Preferred Stock will be redeemed for cash immediately upon the closing of Smart Sand, Inc.'s initial public offering.

4. Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Jose E. Feliciano	11/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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