Sec Form 4 Filing - Zartler William A @ Solaris Oilfield Infrastructure, Inc. - 2017-05-17

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 Zartler William A 2. Issuer Name and Ticker or Trading Symbol Solaris Oilfield Infrastructure, Inc. [ SOI] 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) 9811 KATY FREEWAY, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2017 (Street) HOUSTON, TX77027 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 Class A Common Stock 05/17/2017 A( 1 ) 67,194 A $ 0 67,194 D Class B Common Stock ( 2 ) 05/17/2017 A( 3 ) 1,011,230 A $ 0 1,011,230 D Class B Common Stock ( 2 ) 05/17/2017 A( 3 ) 366,764 A $ 0 366,764 I See Footnote ( 4 ) Class B Common Stock ( 2 ) 05/17/2017 A( 3 ) 11,595,898 A $ 0 11,595,898 I See Footnote ( 5 )

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 Solaris Oilfield Infrastructure, LLC Units $ 0 05/17/2017 A 1,011,230 ( 6 ) ( 6 ) Class A Common Stock 1,011,230 $ 0 1,011,230 D Solaris Oilfield Infrastructure, LLC Units $ 0 05/17/2017 A 366,764 ( 6 ) ( 6 ) Class A Common Stock 366,764 $ 0 366,764 I See Footnote ( 4 ) Solaris Oilfield Infrastructure, LLC Units $ 0 05/17/2017 A 11,595,898 ( 6 ) ( 6 ) Class A Common Stock 11,595,898 $ 0 11,595,898 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zartler William A 9811 KATY FREEWAY, SUITE 900 HOUSTON, TX77027 X X Signatures /s/ Cynthia M. Durrett, as attorney-in-fact for William A. Zartler 05/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date. ( 2 )Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. ( 3 )Upon closing of the Issuer's initial public offering (the "Offering"), (i) the First Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "Solaris LLC Agreement") to, among other things, convert all of the membership interests in Solaris LLC held by its existing owners, into a single class of units in Solaris LLC referred to as Solaris LLC Units and (ii) Solaris LLC distributed to its members, including the Reporting Person, Solaris Energy Capital, LLC ("Solaris Energy Capital") and Loadcraft Site Services LLC ("LSS"), one share of Class B common stock for each Solaris LLC Unit held by such members. ( 4 )Represents shares held by Solaris Energy Capital. The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the shares held by Solaris Energy Capital in his sole discretion. The Reporting Person disclaims beneficial ownership of the shares held by Solaris Energy Capital in excess of his pecuniary interest therein. ( 5 )Represents shares held by LSS. SEC Loadcraft Management LLC ("Loadcraft Management") is the sole manager of LSS and has the authority to vote or dispose of the shares held by LSS in its sole discretion. The sole manager of Loadcraft Management is the Reporting Person. As a result, the Reporting Person may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by LSS. The Reporting Person disclaims beneficial ownership of the shares held by LSS in excess of his pecuniary interest therein. ( 6 )Subject to the terms of the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer.

Remarks: LSS intends to distribute the shares of Class B common stock and Solaris LLC Units it received in connection with the Offering on a pro rata basis to its members (the "Distribution"). A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person and to Solaris Energy Capital in connection with the Distribution based on (i) their respective equity ownership in LSS and (ii) the 10-day volume weighted average price of the Issuer's Class A common stock following date of its listing on the New York Stock Exchange.

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).

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