0001104659-18-002374.txt : 20180116 0001104659-18-002374.hdr.sgml : 20180116 20180116160706 ACCESSION NUMBER: 0001104659-18-002374 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180111 FILED AS OF DATE: 20180116 DATE AS OF CHANGE: 20180116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keenan W Howard JR CENTRAL INDEX KEY: 0001370287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38090 FILM NUMBER: 18528677 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Solaris Oilfield Infrastructure, Inc. CENTRAL INDEX KEY: 0001697500 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8901 GAYLORD DRIVE STREET 2: SUITE 210 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281)501-3070 MAIL ADDRESS: STREET 1: 8901 GAYLORD DRIVE STREET 2: SUITE 210 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 a4.xml 4 X0306 4 2018-01-11 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001370287 Keenan W Howard JR 410 PARK AVENUE, 19TH FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock 7170 D Class A Common Stock 2018-01-11 4 C 0 1408388 A 1408388 I See Footnote Class A Common Stock 2018-01-11 4 S 0 1408388 21.65 D 0 I See Footnote Class B Common Stock 2018-01-11 4 J 0 1408388 D 10954234 I See Footnote Solaris Oilfield Infrastructure, LLC Units 2018-01-11 4 C 0 1408388 D Class A Common Stock 1408388 10954234 I See Footnote Shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting. 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 Energy Partners X, L.P., a Delaware limited partnership ("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). 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. 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. 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. 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. /s/ Cynthia M. Durrett, as attorney-in-fact for W. Howard Keenan, Jr. 2018-01-16