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* YOUNG CHARLES EDWIN (Last) (First) (Middle) C/O SMART SAND, INC. 24 WATERWAY AVENUE, SUITE 350 (Street) THE WOODLANDS TX 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) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	2,275(1)(2)	I	BY LLC

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
COMMON STOCK WARRANT (RIGHT TO BUY)	(3)	09/13/2019	COMMON STOCK	1,181.82(2)	$10	I	BY LLC

1. Name and Address of Reporting Person* YOUNG CHARLES EDWIN (Last) (First) (Middle) C/O SMART SAND, INC. 24 WATERWAY AVENUE, SUITE 350 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CEO

1. Name and Address of Reporting Person* KEYSTONE CRANBERRY, LLC (Last) (First) (Middle) C/O SMART SAND, INC. 24 WATERWAY AVENUE, SUITE 350 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by Charles Edwin Young and Keystone Cranberry, LLC ("Keystone") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-213692) (the "Registration Statement"). Mr. Young holds 83% of the membership interests in Keystone, is the sole managing member and has sole voting and investment power over the shares held by Keystone. Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

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 5,005,000 shares of common stock and 2,600,000 warrants with an exercise price of $0.00455.

3. 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:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Charles Edwin Young	11/03/2016
	/s/ Charles Edwin Young, Managing Member of Keystone Cranberry, LLC	11/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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