SEC FORM 3

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^*

KISZKA ROBERT

(Last)

(First)

(Middle)

C/O SMART SAND, INC.

24 WATERWAY AVENUE, SUITE 350

(Street)

THE WOODLANDS

77380

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Execute VP of Operations

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	40.22⁽¹⁾⁽²⁾	D
COMMON STOCK	175⁽²⁾	I	BY LLC⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
COMMON STOCK WARRANT (RIGHT TO BUY)	⁽⁴⁾	09/13/2019	COMMON STOCK	90.91⁽²⁾	$10	I	BY LLC⁽³⁾

Explanation of Responses:

1. Includes 30 shares of restricted stock granted to the Reporting Person the vesting of which is based on the meeting of certain performance targets by the Issuer and continued service of the Reporting Person with the Issuer, subject to acceleration.

2. Does not give effect to the 2,200 to 1 stock split to be effected immediately prior to the close of the initial public offering. After the split, the LLC will hold 385,000 shares of common stock and 200,000 warrants with an exercise price of $0.00455. The Reporting Person will hold 22,484 shares of common stock and 66,000 shares of restricted stock.

3. Held by a limited liability company ("LLC") of which the Reporting Person serves as the sole member with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.

4. The warrant is exercisable pursuant to certain conditions as described in the Registration Statement including on or after the date immediately following the 20th consecutive trading day on which the Issuer's common stock is actively traded on a national securities exchange and the aggregate market value of the common stock is at least $300 million for each of the 20 trading days.

Remarks:

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Lee E. Beckelman, as Attorney-in-Fact for Robert Kiszka	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.