Sec Form 4 Filing - CLEARLAKE CAPITAL GROUP, L.P. @ Smart Sand, Inc. - 2023-03-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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 _____ 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)
03/14/2023
(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 03/14/2023 S 5,175,688 D $ 1.715 0 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock, par value $0.001 per share 16,364 I See footnote ( 4 )
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
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 03/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares sold were 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 Clearlake Capital Group GP, LLC ("CCG GP"), a Delaware limited liability company. CCG GP's managing member is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops").
( 2 )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.
( 3 )Each the Reporting Persons disclaims beneficial ownership of the shares held of record by CCPII except to the extent of its pecuniary interest therein.
( 4 )Represents shares of restricted stock granted to Mr. Feliciano pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of June 16, 2022, the date of grant.. 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:
This Statement is an exit filing with respect to each of the Reporting Persons other than Mr. Feliciano.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.