0000899243-17-013927.txt : 20170519
0000899243-17-013927.hdr.sgml : 20170519
20170519172411
ACCESSION NUMBER: 0000899243-17-013927
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: Durrett Cynthia M.
CENTRAL INDEX KEY: 0001705383
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38090
FILM NUMBER: 17858952
MAIL ADDRESS:
STREET 1: 9811 KATY FREEWAY
STREET 2: SUITE 900
CITY: HOUSTON
STATE: TX
ZIP: 77024
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-05-17
0
0001697500
Solaris Oilfield Infrastructure, Inc.
SOI
0001705383
Durrett Cynthia M.
9811 KATY FREEWAY, SUITE 900
HOUSTON
TX
77027
0
1
0
0
Chief Administrative Officer
Class A Common Stock
2017-05-17
4
A
0
6870
0.00
A
6870
D
Class B Common Stock
2017-05-17
4
A
0
6182
0.00
A
6182
D
Solaris Oilfield Infrastructure, LLC Units
0.00
2017-05-17
4
A
0
6182
0.00
A
Class A Common Stock
6182
6182
D
Options to purchase Class A Common Stock, par value $0.01
2.87
2017-05-17
4
A
0
69745
0.00
A
2025-11-20
Class A Common Stock
69745
69745
D
Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the "LTIP"). 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, one share of Class B common stock for each Solaris LLC Unit held by such members.
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.
Represents options to purchase Class A common stock which became exercisable immediately following the completion of the Offering, and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the offering, these options were converted into options under the LTIP. The options granted under the Solaris LLC 2015 Membership Unit Option Plan had an exercise price of $135.00 per unit, which exercise price was proportionately adjusted in connection with the Offering to an exercise price of $2.87 per share.
A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person after the closing of the Offering based on (i) the Reporting Person's equity ownership in Loadcraft Site Services LLC, an entity which 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, 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
2017-05-19