Solaris Energy Infrastructure Form 4 Solaris Oilfield Infrastructure / W Howard Keenan JR 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^*

Keenan W Howard JR

(Last)

(First)

(Middle)

410 PARK AVENUE,

20TH FLOOR

(Street)

NEW YORK

10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								32,759⁽¹⁾	D
Class A Common Stock	02/25/2021		C		500,000⁽²⁾	A	$0⁽³⁾	500,000⁽⁴⁾	I	See Footnote⁽⁵⁾
Class A Common Stock	02/25/2021		S⁽⁸⁾		500,000⁽²⁾	D	$11⁽⁸⁾	0	I	See Footnote⁽⁵⁾
Class B Common Stock⁽⁶⁾	02/25/2021		J⁽³⁾		500,000⁽²⁾	D	$0⁽³⁾	8,454,234⁽⁴⁾	I	See Footnote⁽⁵⁾
Class A Common Stock	03/10/2021		C		400,000	A	$0⁽³⁾	400,000⁽⁴⁾	I	See Footnote⁽⁵⁾
Class A Common Stock	03/10/2021		S⁽⁹⁾		400,000	D	$12.75⁽⁹⁾	0	I	See Footnote⁽⁵⁾
Class B Common Stock⁽⁶⁾	03/10/2021		J⁽³⁾		400,000	D	$0⁽³⁾	8,054,234⁽⁴⁾	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Solaris Oilfield Infrastructure, LLC Units	⁽⁷⁾	02/25/2021		C			500,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	500,000	⁽⁷⁾	8,454,234	I	See Footnote⁽⁷⁾
Solaris Oilfield Infrastructure, LLC Units	⁽⁷⁾	03/10/2021		C			400,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	400,000	⁽⁷⁾	8,054,234	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Includes 12,643 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.

2. 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.

3. 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).

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Cynthia M. Durrett, as attorney-in-fact for W. Howard Keenan, Jr.	03/11/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Solaris Energy Infrastructure (SEI) Form 4Solaris Oilfield Infrastructure / W Howard Keenan JR ownership change