0000899243-19-007789.txt : 20190314 0000899243-19-007789.hdr.sgml : 20190314 20190314195611 ACCESSION NUMBER: 0000899243-19-007789 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190312 FILED AS OF DATE: 20190314 DATE AS OF CHANGE: 20190314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yorktown X Associates LLC CENTRAL INDEX KEY: 0001687161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38090 FILM NUMBER: 19682558 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125152100 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: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281)501-3070 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-12 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001687161 Yorktown X Associates LLC 410 PARK AVENUE, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 Class A Common Stock 2019-03-12 4 C 0 1000000 A 1000000 I See Footnote Class A Common Stock 2019-03-12 4 S 0 1000000 15.50 D 0 I See Footnote Class B Common Stock 2019-03-12 4 J 0 1000000 D 9954234 I See Footnote Class A Common Stock 2019-03-14 4 C 0 1000000 A 1000000 I See Footnote Class A Common Stock 2019-03-14 4 S 0 1000000 15.65 D 0 I See Footnote Class B Common Stock 2019-03-14 4 J 0 1000000 D 8954234 I See Footnote Solaris Oilfield Infrastructure, LLC Units 2019-03-12 4 C 0 1000000 D Class A Common Stock 1000000 9954234 I See Footnote Solaris Oilfield Infrastructure, LLC Units 2019-03-14 4 C 0 1000000 D Class A Common Stock 1000000 8954234 I See Footnote 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. The reporting person disclaims beneficial ownership of these securities except to the extent of its 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 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. Yorktown X Associates LLC, /s/ W. Howard Keenan, Jr., Manager 2019-03-14