SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Solaris Oilfield Infrastructure, Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

83418M103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐Rule 13d-1(b)

☐Rule 13d-1(c)

☒Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(1)Consists of (i) 183,911 shares of Class A common stock held of record by William A. Zartler, (ii) 726,819 shares of Class B common stock held of record by Mr. Zartler and (iii) 4,413,496 shares of Class B common stock held of record by Solaris Energy Capital, LLC. Mr. Zartler is the sole member of Solaris Energy Capital, LLC and has the authority to vote or dispose of the shares held by Solaris Energy Capital, LLC in his sole discretion. Mr. Zartler disclaims beneficial ownership of the shares held by Solaris Energy Capital, LLC in excess of his pecuniary interest therein.

(2)Shares of the Issuer’s Class B common stock are exchangeable for shares of Class A common stock on a one-for-one basis.

(3)Based on 30,993,470 shares of Class A common stock and 15,939,169 shares of Class B common stock issued and outstanding as of January 31, 2020.

 

 

Item 1(a).Name of Issuer:

Solaris Oilfield Infrastructure, Inc.

Item 1(b).Address of Issuer’s Principal Executive Offices:

9811 Katy Freeway
Suite 700
Houston, Texas 77024

Item 2(a).Name of Person Filing:

This Schedule 13G is filed on behalf of William A. Zartler

Item 2(b).Address of Principal Business Office or, if none, Residence:

9811 Katy Freeway
Suite 700
Houston, Texas 77024

Item 2(c).Citizenship:

William A. Zartler is a citizen of the United States of America.

Item 2(d).Title of Class of Securities:

Class A Common Stock, par value $.01 per share.

Item 2(e).CUSIP Number:

83418M103

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4.Ownership.

Mr. Zartler is the beneficial owner of 5,324,226 shares of common stock in the Issuer.

Mr. Zartler holds a direct interest in 183,911 shares of Class A common stock (which includes 100,000 shares of restricted stock) and 726,819 shares of Class B common stock. Mr. Zartler also holds an indirect interest in 4,413,496 shares of Class B common stock through Solaris Energy Capital, LLC. Mr. Zartler is the sole member of Solaris Energy Capital, LLC and has the authority to vote or dispose of the shares held by Solaris Energy Capital, LLC in his sole discretion. Shares of the Issuer’s Class B common stock are exchangeable for shares of Class A common stock on a one-for-one basis.

1.Willian A. Zartler

a.Amount beneficially owned:

i.5,324,226

b.Percent of class:

i.11.3%  

c.Number of shares as to which the person has:

i.Sole power to vote or to direct the vote:

1.5,324,226

ii.Shared power to vote or to direct the vote:

1.0

iii.Sole power to dispose or to direct the disposition of:

1.5,324,226

iv.Shared power to dispose or to direct the disposition of:

1.0 

Item 5.Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8.Identification and Classification of Members of the Group.

Not Applicable.

Item 9.Notice of Dissolution of Group.

Not Applicable.

Item 10.Certifications.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2020