Sec Form 4/A Filing - YOUNG WILLIAM JOHN @ Smart Sand, Inc. - 2020-02-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
YOUNG WILLIAM JOHN
2. Issuer Name and Ticker or Trading Symbol
Smart Sand, Inc. [ SND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O SMART SAND, INC., 1725 HUGHES LANDING BLVD, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2020
(Street)
THE WOODLANDS, TX77380
4. If Amendment, Date Original Filed (MM/DD/YY)
02/18/2020
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
Common Stock 02/14/2020 A 3,060 ( 1 ) A $ 0 235,204 D
Common Stock 02/14/2020 F 1,004 ( 2 ) D $ 1.82 ( 3 ) 234,200 D
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
YOUNG WILLIAM JOHN
C/O SMART SAND, INC.
1725 HUGHES LANDING BLVD, SUITE 800
THE WOODLANDS, TX77380
Chief Operating Officer
Signatures
/s/ Lee E. Beckelman as Attorney-in-Fact for William John Young 03/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the number of shares earned in respect of TSR-based performance shares originally granted on March 30, 2017. On February 14, 2020, the Issuer confirmed the achievement of the applicable performance metric, which measured total shareholder return (TSR) of the Issuer over the three year period from January 1, 2017 through December 31, 2019 relative to the TSR of each of a peer group of companies.
( 2 )Represents the number of shares withheld for tax purposes upon the vesting of TSR-based performance shares originally granted to the Reporting Person on March 30, 2017.
( 3 )The Form 4, as originally filed, incorrectly reported a price of $2.52 per share. The Form 4, as amended by this Form 4/A, currently reports the corrected price per share.

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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