Sec Form 4 Filing - CLEARLAKE CAPITAL GROUP, L.P. @ Smart Sand, Inc. - 2022-06-17

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 CLEARLAKE CAPITAL GROUP, L.P. 2. Issuer Name and Ticker or Trading Symbol Smart Sand, Inc. [ SND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 233 WILSHIRE BLVD., SUITE 800, 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2022 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock, par value $0.001 per share 06/17/2022 S 2,552,462 D( 1 ) $ 3.1756 8,200,204 I See footnotes( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 47,703 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 Securities 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X Clearlake Capital Partners, LLC 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X Clearlake Capital Partners II GP, L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X CLEARLAKE CAPITAL MANAGEMENT II, L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X CCG Operations, LLC C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X Eghbali Behdad C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X Feliciano Jose Enrique C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA90401 X X Signatures /s/ See Signatures Included in Exhibit 99.1 06/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Settlement of Forward Sale Contract on June 17, 2022 for which the number of shares to be delivered and the sale price was determined as of June 15, 2022. ( 2 )The shares are held of record by Clearlake Capital Partners II (Master), L.P. ("CCPII"), which is managed by Clearlake Capital Management II, L.P., a Delaware limited partnership ("CCMII"). CCMII's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops"). ( 3 )CCPII's general partner is Clearlake Capital Partners II GP, L.P., a Delaware limited partnership ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company ("CCP"). CCP's managing member is CCG Ops. Jose E. Feliciano and Behdad Eghbali are managers of CCG Ops and may be deemed to share voting and investment power of the shares held of record by CCPII. ( 4 )Each the Reporting Persons disclaims beneficial ownership of the shares held of record by CCPII except to the extent of its pecuniary interest therein. ( 5 )Represents shares of restricted stock granted to Mr. Feliciano pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on July 30, 2022. The shares are held of record by Mr. Feliciano for the benefit of CCPII. Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks: Mr. Feliciano, as a representative of the reporting persons, is a director of Smart Sand, Inc. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Smart Sand, Inc.

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).

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