0000899243-17-013931.txt : 20170519 0000899243-17-013931.hdr.sgml : 20170519 20170519172455 ACCESSION NUMBER: 0000899243-17-013931 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170517 FILED AS OF DATE: 20170519 DATE AS OF CHANGE: 20170519 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zartler William A CENTRAL INDEX KEY: 0001520378 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38090 FILM NUMBER: 17858959 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 2310 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-17 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001520378 Zartler William A 9811 KATY FREEWAY, SUITE 900 HOUSTON TX 77027 1 0 1 0 Class A Common Stock 2017-05-17 4 A 0 67194 0.00 A 67194 D Class B Common Stock 2017-05-17 4 A 0 1011230 0.00 A 1011230 D Class B Common Stock 2017-05-17 4 A 0 366764 0.00 A 366764 I See Footnote Class B Common Stock 2017-05-17 4 A 0 11595898 0.00 A 11595898 I See Footnote Solaris Oilfield Infrastructure, LLC Units 0.00 2017-05-17 4 A 0 1011230 0.00 A Class A Common Stock 1011230 1011230 D Solaris Oilfield Infrastructure, LLC Units 0.00 2017-05-17 4 A 0 366764 0.00 A Class A Common Stock 366764 366764 I See Footnote Solaris Oilfield Infrastructure, LLC Units 0.00 2017-05-17 4 A 0 11595898 0.00 A Class A Common Stock 11595898 11595898 I See Footnote Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date. 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. Upon closing of the Issuer's initial public offering (the "Offering"), (i) the First Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "Solaris LLC Agreement") to, among other things, convert all of the membership interests in Solaris LLC held by its existing owners, into a single class of units in Solaris LLC referred to as Solaris LLC Units and (ii) Solaris LLC distributed to its members, including the Reporting Person, Solaris Energy Capital, LLC ("Solaris Energy Capital") and Loadcraft Site Services LLC ("LSS"), one share of Class B common stock for each Solaris LLC Unit held by such members. Represents shares held by Solaris Energy Capital. The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the shares held by Solaris Energy Capital in his sole discretion. The Reporting Person disclaims beneficial ownership of the shares held by Solaris Energy Capital in excess of his pecuniary interest therein. Represents shares held by LSS. SEC Loadcraft Management LLC ("Loadcraft Management") is the sole manager of LSS and has the authority to vote or dispose of the shares held by LSS in its sole discretion. The sole manager of Loadcraft Management is the Reporting Person. As a result, the Reporting Person may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by LSS. The Reporting Person disclaims beneficial ownership of the shares held by LSS in excess of his pecuniary interest therein. 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. LSS intends to distribute the shares of Class B common stock and Solaris LLC Units it received in connection with the Offering on a pro rata basis to its members (the "Distribution"). A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person and to Solaris Energy Capital in connection with the Distribution based on (i) their respective equity ownership in LSS and (ii) the 10-day volume weighted average price of the Issuer's Class A common stock following date of its listing on the New York Stock Exchange. /s/ Cynthia M. Durrett, as attorney-in-fact for William A. Zartler 2017-05-19