Sec Form 4 Filing - Clearlake Capital Partners, LLC @ Smart Sand, Inc. - 2019-12-18

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 Partners, LLC
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)
C/O CLEARLAKE CAPITAL GROUP, L.P., 233 WILSHIRE BLVD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
12/18/2019
(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 12/18/2019 A 71,430 ( 1 ) ( 2 ) A $ 0 10,920,445 I See footnotes ( 3 ) ( 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 Partners, LLC
C/O CLEARLAKE CAPITAL GROUP, L.P.
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
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
Signatures
Clearlake Capital Partners, LLC, by /s/ Jose E. Feliciano, its co-president 12/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held of record by Colin Leonard and Jose E. Feliciano for the benefit of Clearlake Capital Partners II (Master), L.P. ("CCPII").
( 2 )Represents shares of restricted stock granted pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of December 18, 2019, the date of grant.
( 3 )The shares are owned of record as follows: (i) 10,849,015 shares by CCPII, (ii) 35,715 shares by Mr. Feliciano for the benefit of CCPII, and (iii) 35,715 shares by Mr. Leonard for the benefit of CCPII. CCPII's general partner is Clearlake Capital Partners II GP, L.P. ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC ("CCP"). CCP's managing member is CCP MM, LLC ("CCP MM") and CCP MM's managing member is CCG Operations, LLC ("CCG Ops"). Mr. Feliciano and Behdad Eghbali are managers of CCG Ops. As a result, each of Mr. Feliciano, Mr. Eghbali, CCG Ops, CCP MM, CCPII GP and CCP may be deemed to share beneficial ownership of the reported shares.
( 4 )CCPII expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.

Remarks:
Mr. Feliciano and Mr. Leonard, as representatives of the reporting persons, are directors 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).
** 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.