0001179110-19-003700.txt : 20190311 0001179110-19-003700.hdr.sgml : 20190311 20190311174800 ACCESSION NUMBER: 0001179110-19-003700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190307 FILED AS OF DATE: 20190311 DATE AS OF CHANGE: 20190311 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: 19673304 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77024 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 900 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281)501-3070 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 edgar.xml FORM 4 - X0306 4 2019-03-07 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001705383 Durrett Cynthia M. 9811 KATY FREEWAY SUITE 700 HOUSTON TX 77024 0 1 0 0 Chief Administrative Officer Class A common stock 2019-03-07 4 M 0 69745 2.87 A 125757 D Class A Common Stock 2019-03-07 4 F 0 27578 15.48 D 98179 D Class B Common Stock 165038 D Options to purchase Class A Common Stock, par value $0.01 2.87 2019-03-07 4 M 0 69745 0.00 D 2025-11-20 Class A Common Stock 69745 0 D Solaris Oilfield Infrastructure, LLC Units Class A Common Stock 165038 165038 D Represents options to purchase Class A common stock which became exercisable immediately following the completion of the IPO, and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the IPO, these options were converted into options under the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. 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 IPO to an exercise price of $2.87 per share. Includes 45,095 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting. Reflects 25,578 shares withheld by the Issuer at the fair market price of $15.48 per share, less an exercise price of $2.87 per share, in order to satisfy the reporting person's tax withholding obligations and to fund the cashless exercise of 69,745 options. The reported stock price was based on "fair market value" determined in accordance with the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan as the closing trading price of Solaris Oilfield Infrastructure, Inc.'s common stock price on the NYSE on March 7, 2019. 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 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 units in Solaris LLC (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 2019-03-11