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 Partners, LLC

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016
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 11/29/2016 S 564,696(1) D $10.34(2) 13,705,511(3) I See footnotes(4)(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 Partners, 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*
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*
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)
Explanation of Responses:
1. Represents shares sold by Clearlake Capital Partners II (Master), L.P. ("CCPII") upon the underwriters' exercise of their overallotment option in connection with the initial public offering of Smart Sand, Inc.
2. Represents the offering price per share to the public, net of the underwriters' discount of $0.66.
3. Prior to the closing of the initial public offering of Smart Sand, Inc. on November 9, 2016, its common stock split 2,200-for-1, resulting in the reporting persons' ownership of 14,263,720.452 additional shares of common stock prior to the sale described in Footnote (1).
4. The shares are owned of record by CCPII. CCPII's general partner is Clearlake Capital Partners II GP, L.P. ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC ("CCP"). CCP's managing member is CCG Operations, LLC ("CCG Ops"). Jose E. Feliciano and Behdad Eghbali are managers of CCG Ops. As a result, each of Mr. Feliciano, Mr. Eghbali, CCG Ops, CCPII GP and CCP may be deemed to share beneficial ownership of the reported shares.
5. Each of the reporting persons expressly disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein.
Remarks:
Clearlake Capital Partners, LLC, by /s/ Behdad Eghbali, its co-president 11/29/2016
Clearlake Capital Partners II GP, L.P., by Clearlake Capital Partners, LLC, its general partner, by /s/ Behdad Eghbali, its co-president 11/29/2016
Clearlake Capital Partners II (Master), L.P., by Clearlake Capital Partners II GP, L.P., its general partner, by Clearlake Capital Partners, LLC, its general partner, by /s/ Behdad Eghbali, its co-president 11/29/2016
CCG Operations, LLC, by /s/ Behdad Eghbali, its manager 11/29/2016
/s/ Behdad Eghbali 11/29/2016
** Signature of Reporting Person Date
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