0000899243-16-032747.txt : 20161103 0000899243-16-032747.hdr.sgml : 20161103 20161103184627 ACCESSION NUMBER: 0000899243-16-032747 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161103 FILED AS OF DATE: 20161103 DATE AS OF CHANGE: 20161103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Smart Sand, Inc. CENTRAL INDEX KEY: 0001529628 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 452809926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 24 WATERWAY AVENUE, SUITE 350 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (281) 231-2660 MAIL ADDRESS: STREET 1: 24 WATERWAY AVENUE, SUITE 350 CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feliciano Jose Enrique CENTRAL INDEX KEY: 0001323912 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37936 FILM NUMBER: 161973260 MAIL ADDRESS: STREET 1: C/O CLEARLAKE CAPITAL GROUP, LLC STREET 2: 650 MADISON AVE., 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-11-03 0 0001529628 Smart Sand, Inc. SND 0001323912 Feliciano Jose Enrique C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA 90401 1 0 1 0 Common Stock 6486.458 I See footnotes Redeemable Series A Preferred Stock 39632 I See footnotes The 6,486.458 shares of common stock are owned of record by Clearlake Capital Partners II (Master), L.P. ("CCPII"). Prior to the closing of Smart Sand, Inc.'s initial public offering, the common stock of Smart Sand, Inc. will split 2,200 for-1, resulting in CCPII owning 14,270,207 shares of common stock. CCPII's general partner is Clearlake Capital Partners II GP, L.P. ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC ("CCP"). CCP's managing member is CCG Operations, LLC ("CCG Ops"). Mr. Feliciano and Behdad Eghbali are managers of CCG Ops. As a result, each of Mr. Feliciano, Mr. Eghbali, CCG Ops, CCPII GP and CCP may be deemed to share beneficial ownership of the reported shares of common stock and Preferred Stock. The 39,632 shares of non-convertible Redeemable Series A Preferred Stock (the "Preferred Stock") are owned of record by CCPII. The Preferred Stock will be redeemed for cash immediately upon the closing of Smart Sand, Inc.'s initial public offering. Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Exhibit List - Exhibit 24.1 - Power of Attorney /s/ Jose E. Feliciano 2016-11-03 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                               POWER OF ATTORNEY
                             JOSE ENRIQUE FELICIANO

    With respect to holdings of and transactions in securities issued by Smart
Sand, Inc. (the "Company"), the undersigned hereby constitutes and appoints the
individuals named on Schedule A attached hereto and as may be amended from time
to time, or any of them signing singly, with full power of substitution and
resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the United States Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain and/or regenerate
        codes and passwords enabling the undersigned to make electronic filings
        with the SEC of reports required by Section 16(a) of the Securities
        Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
        accordance with Section 16 of the Securities Exchange Act of 1934, as
        amended, and the rules thereunder;

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney- in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in his or her
        discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of November, 2016.


                                  /s/ Jose Enrique Feliciano
                                  -----------------------------------
                                  Jose Enrique Feliciano




                                   Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution

	1. Lee E. Beckelman
	2. Charles E. Young
	3. Fred Ebrahemi