0000899243-17-013955.txt : 20170519 0000899243-17-013955.hdr.sgml : 20170519 20170519183052 ACCESSION NUMBER: 0000899243-17-013955 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170517 FILED AS OF DATE: 20170519 DATE AS OF CHANGE: 20170519 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 8901 GAYLORD DRIVE STREET 2: SUITE 210 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281)501-3070 MAIL ADDRESS: STREET 1: 8901 GAYLORD DRIVE STREET 2: SUITE 210 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yorktown X Associates LLC CENTRAL INDEX KEY: 0001687161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38090 FILM NUMBER: 17859383 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125152100 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-05-17 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001687161 Yorktown X Associates LLC 410 PARK AVENUE 19TH FLOOR NEW YORK NY 10022 0 0 1 0 Class B Common Stock 15022824 I See Footnotes Solaris Oilfield Infrastructure, LLC Units 0.00 Class A Common Stock 15022824 I See Footnotes 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. Upon closing of the initial public offering (the "Offering") of Solaris Oilfield Infrastructure, Inc. (the "Issuer"), (i) the First Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "Solaris LLC Agreement") to, among other things, convert all of the membership interests in Solaris LLC held by its existing owners, into a single class of units in Solaris LLC referred to as Solaris LLC Units and (ii) Solaris LLC distributed to each of its members, including Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), one share of Class B common stock for each Solaris LLC Unit held by such member. These securities are owned directly by Yorktown X. Yorktown X Associates LLC ("Yorktown X Associates") is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. Yorktown X Associates disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Yorktown X Associates is the beneficial owner of the securities for Section 16 or any other purpose. 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. Yorktown X Associates LLC, /s/ W. Howard Keenan, Jr., Manager 2017-05-19