Solaris Energy Infrastructure (SEI) Form 4 Solaris Oilfield Infrastructure / Kyle S. Ramachandran ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ramachandran Kyle S.

(Last) (First) (Middle)

9811 KATY FREEWAY, SUITE 900

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Solaris Oilfield Infrastructure, Inc. [ SOI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/13/2017		C		110,929	A	(1)	265,356(2)	D
Class A Common Stock	11/14/2017		S		110,929	D	$15.0412	154,427(2)	D
Class B Common Stock(3)	11/13/2017		J(1)		110,929	D	(1)	581,567	D
Class A Common Stock	11/14/2017		C		29,119	A	(1)	183,546(2)	D
Class A Common Stock	11/15/2017		S		29,119	D	$15.0412	154,427(2)	D
Class B Common Stock(3)	11/14/2017		J(1)		29,119	D	(1)	552,448	D
Class B Common Stock(3)								57,166	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Solaris Oilfield Infrastructure, LLC Units	(4)	11/13/2017		C			110,929	(4)	(4)	Class A Common Stock	110,929	(4)	581,567	D
Solaris Oilfield Infrastructure, LLC Units	(4)	11/14/2017		C			29,119	(4)	(4)	Class A Common Stock	29,119	(4)	552,448	D
Solaris Oilfield Infrastructure, LLC Units	(4)							(4)	(4)	Class A Common Stock	57,166		57,166	I	401(k) Plan

Explanation of Responses:

1. 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 the Reporting Person 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 2 below).

2. Includes 154,427 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting .

3. 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.

4. 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.

	/s/ Cynthia M. Durrett, as attorney-in-fact for Kyle S. Ramachandran	11/15/2017
	** 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 4 (b)(v).
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