X0306 4 2017-11-13 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001227489 BURKE JAMES R 9811 KATY FREEWAY, SUITE 900 HOUSTON TX 77027 1 0 0 0 Class A Common Stock 2017-11-13 4 C 0 19325 A 26495 D Class A Common Stock 2017-11-14 4 S 0 19325 15.0412 D 7170 D Class B Common Stock 2017-11-13 4 J 0 19325 D 109730 D Class A Common Stock 2017-11-14 4 C 0 5073 A 12243 D Class A Common Stock 2017-11-15 4 S 0 5073 15.0412 D 7170 D Class B Common Stock 2017-11-14 4 J 0 5073 D 104657 D Solaris Oilfield Infrastructure, LLC Units 2017-11-13 4 C 0 19325 D Class A Common Stock 19325 109730 D Solaris Oilfield Infrastructure, LLC Units 2017-11-14 4 C 0 5073 D Class A Common Stock 5073 7170 D 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 the Reporting Person 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 (except the shares of Class A common stock described in footnote 2 below). Includes 7,170 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting. 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. /s/ Cynthia M. Durrett, as attorney-in-fact for James R. Burke 2017-11-15