Sec Form 4 Filing - Yorktown Energy Partners X, L.P. @ Solaris Oilfield Infrastructure, Inc. - 2021-02-25

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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
Yorktown Energy Partners X, L.P.
2. Issuer Name and Ticker or Trading Symbol
Solaris Oilfield Infrastructure, Inc. [ SOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
410 PARK AVENUE, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2021
(Street)
NEW YORK, NY10022
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 02/25/2021 C 500,000 A $ 0 ( 1 ) 500,000 D
Class A Common Stock 02/25/2021 S( 4 ) 500,000 D $ 11 ( 4 ) 0 D
Class B Common Stock ( 2 ) 02/25/2021 J( 1 ) 500,000 D $ 0 ( 1 ) 8,454,234 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
Solaris Oilfield Infrastructure, LLC Units ( 3 ) 02/25/2021 C 500,000 ( 3 ) ( 3 ) Class A Common Stock 500,000 ( 3 ) 8,454,234 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yorktown Energy Partners X, L.P.
410 PARK AVENUE, 19TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Robert A. Signorino, Manager 02/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), dated as of May 11, 2017, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed May 17, 2017 (the "Solaris LLC Agreement"), the shares of the Issuer's Class B common stock reported herein were cancelled for no consideration on a one-for-one basis upon the redemption by Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), of units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of Class B common stock) for the shares of the Issuer's Class A common stock reported herein.
( 2 )Each share of Class B common stock has no economic rights but entitles the holder to one vote on all matters to be voted on by the stockholders generally.
( 3 )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.
( 4 )On February 25, 2021, Yorktown X executed a block trade under Rule 144 of the Securities Act of 1933, as amended, pursuant to which an aggregate of 500,000 shares of the Issuer's Class A common stock were sold in a single transaction exempt from registration under Rule 144 at a price of $11.00 per share.

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