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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Durrett Cynthia M. (Last) (First) (Middle) 9811 KATY FREEWAY SUITE 700 (Street) HOUSTON TX 77024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Solaris Oilfield Infrastructure, Inc. [ SOI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Administrative Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/07/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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
Class A common stock	03/07/2019		M		69,745	A	$2.87(1)	125,757(2)	D
Class A Common Stock	03/07/2019		F		27,578(3)	D	$15.48(4)	98,179(2)	D
Class B Common Stock(5)								165,038	D

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
Options to purchase Class A Common Stock, par value $0.01	$2.87(1)	03/07/2019		M			69,745	(1)	11/20/2025	Class A Common Stock	69,745	$0.00	0	D
Solaris Oilfield Infrastructure, LLC Units	(6)							(6)	(6)	Class A Common Stock	165,038		165,038	D

Explanation of Responses:

1. Represents options to purchase Class A common stock which became exercisable immediately following the completion of the IPO, and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the IPO, these options were converted into options under the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The options granted under the Solaris LLC 2015 Membership Unit Option Plan had an exercise price of $135.00 per unit, which exercise price was proportionately adjusted in connection with the IPO to an exercise price of $2.87 per share.

2. Includes 45,095 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.

3. Reflects 25,578 shares withheld by the Issuer at the fair market price of $15.48 per share, less an exercise price of $2.87 per share, in order to satisfy the reporting person's tax withholding obligations and to fund the cashless exercise of 69,745 options.

4. The reported stock price was based on "fair market value" determined in accordance with the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan as the closing trading price of Solaris Oilfield Infrastructure, Inc.'s common stock price on the NYSE on March 7, 2019.

5. 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.

6. Subject to the terms of 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 units in Solaris LLC (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	03/11/2019
	** Signature of Reporting Person	Date
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