Sec Form 4 Filing - Zartler William A @ Solaris Oilfield Infrastructure, Inc. - 2024-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zartler William A
2. Issuer Name and Ticker or Trading Symbol
Solaris Oilfield Infrastructure, Inc. [ SOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHAIRMAN AND CEO
(Last) (First) (Middle)
9651 KATY FREEWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2024
(Street)
HOUSTON, TX77024
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2024 A 267,411 ( 1 ) ( 2 ) A $ 0 917,551 D
Class A Common Stock 03/01/2024 F 52,588 ( 3 ) D $ 8.47 864,963 ( 4 ) D
Class B Common Stock 726,819 D
Class B Common Stock 3,513,496 I See Footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Sec urities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: 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
Solaris Oilfield Infrastructure, LLC Units ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 726,819 726,819 D
Solaris Oilfield Infrastructure, LLC Units ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 3,513,496 3,513,496 I See Footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zartler William A
9651 KATY FREEWAY
SUITE 300
HOUSTON, TX77024
X X CHAIRMAN AND CEO
Signatures
/s/ Christopher M. Powell, Attorney-in-Fact 03/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 262,500 shares from Restricted Stock Award granted pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan on the date indicated. The award vests in three equal annual installments on the first three anniversaries of the grant date.
( 2 )Includes 4,911 shares vested from Performance-Based Restricted Stock Unit (PSU) Agreement pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The PSUs, which were originally granted on March 1, 2023, vested based on the issuer's level of achievement with respect to relative total stockholder return during the applicable performance period (which began on January 1, 2023 and ended on December 31, 2023).
( 3 )Represents shares withheld by the Company to satisfy tax withholding obligations upon the vesting of previously granted Restricted Stock Awards and Performance-Based Restricted Stock Awards.
( 4 )Includes 436,717 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.
( 5 )Represents shares held by Solaris Energy Capital. The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the shares held by Solaris Energy Capital in his sole discretion. The Reporting Person disclaims beneficial ownership of the shares held by Solaris Energy Capital in excess of his pecuniary interest therein.
( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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