| Item 1. | |
| (a) | Name of issuer:
Solaris Oilfield Infrastructure, Inc. |
| (b) | Address of issuer's principal executive
offices:
9811 Katy Freeway, Suite 700, Houston, Texas, 77024 |
| Item 2. | |
| (a) | Name of person filing:
This statement is jointly filed by Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), Yorktown X Company LP, a Delaware limited partnership and the general partner of Yorktown X ("Yorktown X Company"), and Yorktown X Associates LLC, a Delaware limited liability company and the general partner of Yorktown X Company ("Yorktown X Associates", and collectively, with Yorktown X and Yorktown X Company, the "Reporting Persons"). |
| (b) | Address or principal business office or, if
none, residence:
The principal business office address of Yorktown X, Yorktown X Company and Yorktown X Associates is 410 Park Avenue, 20th Floor, New York, New York 10022. |
| (c) | Citizenship:
Each of Yorktown X, Yorktown X Company and Yorktown X Associates is organized under the laws of the state of Delaware. |
| (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) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Beneficial ownership of the Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the "Issuer") referred to herein is being reported hereunder solely because the reporting person directly owns or may be deemed to beneficially own 7,079,234 shares of Class B common stock of the Issuer ("Class B Common Stock") and 7,079,234 membership interests ("Solaris LLC Units") in Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (b) | Percent of class:
Based on 37,010,359 shares of Class A Common Stock of the Issuer issued and outstanding as of December 11, 2024 as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission on December 12, 2024 and 7,079,234 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Solaris LLC Units as described above. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
These securities are directly held by Yorktown Energy Partners X, L.P., a Delaware limited partnership. Yorktown X Company LP, a Delaware limited partnership, is the sole general partner of Yorktown X and Yorktown X Associates LLC, a Delaware limited liability company, is the sole general partner of Yorktown X Company. As a result, Yorktown X Company and Yorktown X Associates may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown X. Yorktown X Company and Yorktown X Associates disclaim beneficial ownership of the securities owned by Yorktown X in excess of its pecuniary interests therein.
|
| | (ii) Shared power to vote or to direct the
vote:
|
| | (iii) Sole power to dispose or to direct the
disposition of:
|
| | (iv) Shared power to dispose or to direct the
disposition of:
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| 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
|
Rule
13d-1(d)