Sec Form 4 Filing - NEUMANN SUSAN E @ Smart Sand, Inc. - 2018-01-02

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 NEUMANN SUSAN E 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) SEE REMARKS (Last) (First) (Middle) C/O SMART SAND, INC., 1725 HUGHES LANDING BLVD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2018 (Street) THE WOODLANDS, TX77380 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 Common Stock 03/16/2020 A 1,726 ( 1 ) A $ 0 59,745 D Common Stock 03/16/2020 F 566 ( 2 ) D $ 0.94 59,179 D Common Stock 01/02/2018 A 238 ( 3 ) A $ 7.36 60,139 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 NEUMANN SUSAN E C/O SMART SAND, INC. 1725 HUGHES LANDING BLVD, SUITE 800 THE WOODLANDS, TX77380 SEE REMARKS Signatures /s/ Lee E. Beckelman as Attorney-in-Fact for Susan E. Neumann 03/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the number of shares earned in respect of ROIC-based performance award shares originally granted on March 30, 2017. On March 16, 2020, the Issuer confirmed the achievement of the applicable performance metric, which was based on a relative Return on Invested Capital (ROIC) goal for the performance period commencing on January 1, 2017 and continuing through December 31, 2019. Following the conclusion of the three year performance period, the Compensation Committee confirmed the performance of the Company relative to these goals at 97.2%. ( 2 )Represents the number of shares withheld for tax purposes upon the vesting of ROIC-based performance shares originally granted to the Reporting Person on March 30, 2017. ( 3 )These shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Remarks: The Reporting Person is Vice President of Accounting and Controller 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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