SC 13G

Names of Reporting Persons

Dan H. Wilks

Check the appropriate box if a member of a Group (see instructions)

(a) ☒ (b) ☐

Sec Use Only

Citizenship or Place of Organization

United States

0001193125-21-095824.txt : 20210326 0001193125-21-095824.hdr.sgml : 20210326 20210326115151 ACCESSION NUMBER: 0001193125-21-095824 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210326 DATE AS OF CHANGE: 20210326 GROUP MEMBERS: DAN H. WILKS GROUP MEMBERS: STACI WILKS GROUP MEMBERS: THRC MANAGEMENT, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89983 FILM NUMBER: 21775810 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THRC Holdings, LP CENTRAL INDEX KEY: 0001754159 IRS NUMBER: 900704313 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178503600 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 SC 13G 1 d166411dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Solaris Oilfield Infrastructure, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

83418M103

(CUSIP Number)

March 16, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 83418M103

*Based on the 30,148,968 shares outstanding as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on February 23, 2021.

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CUSIP No. 83418M103

*Based on the 30,148,968 shares outstanding as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on February 23, 2021.

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CUSIP No. 83418M103

*Based on the 30,148,968 shares outstanding as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on February 23, 2021.

Page 4 of 11

CUSIP No. 83418M103

*Based on the 30,148,968 shares outstanding as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on February 23, 2021.

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Item 1.

(a)

Name of Issuer: Solaris Oilfield Infrastructure, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

9811 Katy Freeway, Suite 700

Houston, TX 77024

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by Dan H. Wilks, Staci Wilks, THRC Management, LLC, and THRC Holdings, LP (the “Reporting Persons”).

(b)

Address of Principal Business Office or, if None, Residence:

Dan H. Wilks

17018 IH 20

Cisco, TX 76437

Staci Wilks

17018 IH 20

Cisco, TX 76437

THRC Holdings, LP

17018 IH 20

Cisco, TX 76437

THRC Management, LLC

17018 IH 20

Cisco, TX 76437

(c)

Citizenship:

Dan H. Wilks is a citizen of the United States of America.

Staci Wilks is a citizen of the United States of America.

THRC Holdings, LP is a limited partnership organized under the laws of the State of Texas.

THRC Management, LLC is a limited liability company organized under the laws of the State of Texas.

(d)

Title and Class of Securities:

Common Stock, par value $0.01 per share

(e)

CUSIP No.: 83418M103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


		(a)		[_] Broker or dealer registered under Section 15 of the Act;

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		(b)		[_] Bank as defined in Section 3(a)(6) of the Act;

		(c)		[_] Insurance company as defined in Section 3(a)(19) of the Act;

		(d)		[_] Investment company registered under Section 8 of the Investment Company Act of 1940;

		(e)		[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

		(f)		[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

		(g)		[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

		(h)		[_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

		(i)		[_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

		(j)		[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

		(k)		[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 2,710,502 shares of the Common Stock of the Issuer, representing 8.99% of the 30,148,968 shares outstanding as set forth in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on February 23, 2021.

As of March 25, 2021, THRC Holdings, LP (“Holdings”) owns 2,710,502 shares of the Issuer’s Common Stock. THRC Management, LLC, (“Management”) as General Partner of Holdings, has exclusive voting and investment power over the shares of Issuer’s Common Stock held by Holdings, and therefore may be deemed to beneficially own such shares. Dan H. Wilks, as sole Manager of Management, together with his spouse, Staci Wilks, who shares the same household, may be deemed to exercise voting and investment power over the shares of Issuer’s Common Stock directly owned by Holdings and therefore may be deemed to beneficially own such shares.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of more than Five Percent on Behalf of Another Person. Not applicable.

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. Not applicable.

Item 8.

Identification and classification of members of the group. See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group. Not applicable.

Item 10.

Certifications. Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: March 26, 2021

Dan H. Wilks

Staci Wilks


THRC Management, LLC

By:		/s/ Matthew Wilks
Name: Matthew Wilks
Title: Attorney-in-Fact

THRC Holdings, LP

By:		/s/ Matthew Wilks
Name: Matthew Wilks
Title: Attorney-in-Fact


*By:		/s/ Matthew Wilks
		Matthew Wilks, as Attorney-in-Fact

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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EXHIBIT INDEX


Exhibit No.		Description

99.1		Identification of Members of the Group

99.2		Joint Filing Agreement

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EX-99.1 2 d166411dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

Dan H. Wilks

Staci Wilks

THRC Holdings, LP

THRC Management, LLC

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EX-99.2 3 d166411dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Solaris Oilfield Infrastructure, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of March 26, 2021.

Dan H. Wilks

Staci Wilks



THRC Management, LLC

By:		/s/ Matthew Wilks
Name: Matthew Wilks
Title: Attorney-in-Fact

THRC Holdings, LP

By:		/s/ Matthew Wilks
Name: Matthew Wilks
Title: Attorney-in-Fact


*By:		/s/ Matthew Wilks
		Matthew Wilks, as Attorney-in-Fact

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