0000899243-17-013936.txt : 20170519 0000899243-17-013936.hdr.sgml : 20170519 20170519172813 ACCESSION NUMBER: 0000899243-17-013936 CONFORMED SUBMISSION TYPE: 4 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: Ramachandran Kyle S. CENTRAL INDEX KEY: 0001705386 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38090 FILM NUMBER: 17858980 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-17 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001705386 Ramachandran Kyle S. 9811 KATY FREEWAY, SUITE 900 HOUSTON TX 77027 0 1 0 0 Chief Financial Officer Class A Common Stock 2017-05-17 4 A 0 90909 0.00 A 90909 D Class A Common Stock 2017-05-17 4 A 0 41220 0.00 A 132129 D Class B Common Stock 2017-05-17 4 A 0 277404 0.00 A 277404 D Class B Common Stock 2017-05-17 4 A 0 24729 0.00 A 24729 I 401(k) Plan Solaris Oilfield Infrastructure, LLC Units 0.00 2017-05-17 4 A 0 277404 0.00 A Class A Common Stock 277404 277404 D Solaris Oilfield Infrastructure, LLC Units 0.00 2017-05-17 4 A 0 24729 0.00 A Class A Common Stock 24729 24729 I 401(k) Plan Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the "LTIP"). The award vests in three equal annual installments on the first three anniversaries of the grant date. Restricted Stock Award pursuant to the LTIP. The award vests in full on the first anniversary of the grant date. 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 Issuer's initial public offering (the "Offering"), (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 its members, including the Reporting Person and a 401(k) Plan for the benefit of the Reporting Person, one share of Class B common stock for each Solaris LLC Unit held by such members. 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. A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person after the closing of the Offering based on (i) the Reporting Person's equity ownership in Loadcraft Site Services LLC, an entity which intends to distribute the shares of Class B common stock and Solaris LLC Units it received in connection with the Offering on a pro rata basis to its members, and (ii) the 10-day volume weighted average price of the Issuer's Class A common stock following date of its listing on the New York Stock Exchange. /s/ Cynthia M. Durrett, as attorney-in-fact for Kyle S. Ramachandran 2017-05-19