SEC Form 4
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).
1. Name and Address of Reporting Person*
CLEARLAKE CAPITAL GROUP, L.P.

(Last) (First) (Middle)
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Smart Sand, Inc. [ SND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock, par value $0.001 per share 09/19/2022 S 1,265,137 D(1) $1.9098 6,982,770 I See footnotes(2)(3)(4)
Common Stock, par value $0.001 per share 16,364 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
CLEARLAKE CAPITAL GROUP, L.P.

(Last) (First) (Middle)
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clearlake Capital Partners, LLC

(Last) (First) (Middle)
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clearlake Capital Partners II GP, L.P.

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P.

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLEARLAKE CAPITAL MANAGEMENT II, L.P.

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCG Operations, LLC

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eghbali Behdad

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Feliciano Jose Enrique

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
Explanation of Responses:
1. Settlement of Forward Sale Contract on September 19, 2022 for which the number of shares to be delivered and the sale price was determined as of September 15, 2022.
2. The shares are held of record by Clearlake Capital Partners II (Master), L.P. ("CCPII"), which is managed by Clearlake Capital Management II, L.P., a Delaware limited partnership ("CCMII"). CCMII's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops").
3. CCPII's general partner is Clearlake Capital Partners II GP, L.P., a Delaware limited partnership ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company ("CCP"). CCP's managing member is CCG Ops. Jose E. Feliciano and Behdad Eghbali are managers of CCG Ops and may be deemed to share voting and investment power of the shares held of record by CCPII.
4. Each the Reporting Persons disclaims beneficial ownership of the shares held of record by CCPII except to the extent of its pecuniary interest therein.
5. Represents shares of restricted stock granted to Mr. Feliciano pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of June 16, 2022, the date of grant.. The shares are held of record by Mr. Feliciano for the benefit of CCPII. Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
Remarks:
Mr. Feliciano, as a representative of the reporting persons, is a director of Smart Sand, Inc. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Smart Sand, Inc.
/s/ See Signatures Included in Exhibit 99.1 09/22/2022
** 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).
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