Smart Sand, Inc. — Director's Dealing 2022

Sep 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Smart Sand, Inc. (SND)
CIK: 0001529628
Period of Report: 2022-09-19

Reporting Person: CLEARLAKE CAPITAL GROUP, L.P. (Director, 10% Owner)
Reporting Person: Clearlake Capital Partners, LLC (Director, 10% Owner)
Reporting Person: Clearlake Capital Partners II GP, L.P. (Director, 10% Owner)
Reporting Person: CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P. (Director, 10% Owner)
Reporting Person: CLEARLAKE CAPITAL MANAGEMENT II, L.P. (Director, 10% Owner)
Reporting Person: CCG Operations, LLC (Director, 10% Owner)
Reporting Person: Eghbali Behdad (Director, 10% Owner)
Reporting Person: Feliciano Jose Enrique (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-19	Common Stock, par value $0.001 per share	S	1265137	$1.9098	Disposed	6982770	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	16364	Indirect

Footnotes

F1: Settlement of Forward Sale Contract on September 19, 2022 for which the number of shares to be delivered and the sale price was determined as of September 15, 2022.

F2: The shares are held of record by Clearlake Capital Partners II (Master), L.P. ("CCPII"), which is managed by Clearlake Capital Management II, L.P., a Delaware limited partnership ("CCMII"). CCMII's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops").

F3: CCPII's general partner is Clearlake Capital Partners II GP, L.P., a Delaware limited partnership ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company ("CCP"). CCP's managing member is CCG Ops. Jose E. Feliciano and Behdad Eghbali are managers of CCG Ops and may be deemed to share voting and investment power of the shares held of record by CCPII.

F4: Each the Reporting Persons disclaims beneficial ownership of the shares held of record by CCPII except to the extent of its pecuniary interest therein.

F5: Represents shares of restricted stock granted to Mr. Feliciano pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of June 16, 2022, the date of grant.. The shares are held of record by Mr. Feliciano for the benefit of CCPII. Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.