FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Solaris Oilfield Infrastructure, Inc. [ SOI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 03/01/2024 | A | 267,411(1)(2) | A | $0 | 917,551 | D | |||
Class A Common Stock | 03/01/2024 | F | 52,588(3) | D | $8.47 | 864,963(4) | D | |||
Class B Common Stock | 726,819 | D | ||||||||
Class B Common Stock | 3,513,496 | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Solaris Oilfield Infrastructure, LLC Units | (6) | (6) | (6) | Class A Common Stock | 726,819 | 726,819 | D | ||||||||
Solaris Oilfield Infrastructure, LLC Units | (6) | (6) | (6) | Class A Common Stock | 3,513,496 | 3,513,496 | I | See Footnote(5) |
Explanation of Responses: |
1. Includes 262,500 shares from Restricted Stock Award granted pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan on the date indicated. The award vests in three equal annual installments on the first three anniversaries of the grant date. |
2. Includes 4,911 shares vested from Performance-Based Restricted Stock Unit (PSU) Agreement pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The PSUs, which were originally granted on March 1, 2023, vested based on the issuer's level of achievement with respect to relative total stockholder return during the applicable performance period (which began on January 1, 2023 and ended on December 31, 2023). |
3. Represents shares withheld by the Company to satisfy tax withholding obligations upon the vesting of previously granted Restricted Stock Awards and Performance-Based Restricted Stock Awards. |
4. Includes 436,717 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting. |
5. 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. |
6. 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. |
/s/ Christopher M. Powell, Attorney-in-Fact | 03/05/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |