Sec Form 4 Filing - YOUNG CHARLES EDWIN @ Smart Sand, Inc. - 2022-02-16

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
YOUNG CHARLES EDWIN
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
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O SMART SAND, INC., 1725 HUGHES LANDING BLVD, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2022
(Street)
THE WOODLANDS, TX77380
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 02/16/2022 A 52,083( 1 ) A $ 0 738,925 D
Common Stock 02/16/2022 F 14,677( 2 ) D $ 2.2 724,248 D
Common Stock 5,842,700 I BY LLC( 3 )
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 CHARLES EDWIN
C/O SMART SAND, INC.
1725 HUGHES LANDING BLVD, SUITE 800
THE WOODLANDS, TX77380
X X CEO
KEYSTONE CRANBERRY, LLC
C/O SMART SAND, INC.
1725 HUGHES LANDING BLVD, SUITE 800
THE WOODLANDS, TX77380
X X
Signatures
/s/ Charles Edwin Young 02/18/2022
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 December 18, 2019. On February 16, 2022, the Issuer confirmed its performance in relation to the applicable performance metrics, which measured total shareholder return (TSR) of the Issuer over the three year period from January 1, 2019 through December 31, 2021 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 December 18, 2019.
( 3 )Mr. Young holds 67% of the membership interests in Keystone Cranberry, LLC ("Keystone"), is the sole managing member and has sole voting and investment power over the shares held by Keystone. Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

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.