Solaris Energy Infrastructure, Inc. — Director's Dealing 2019

Mar 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Solaris Oilfield Infrastructure, Inc. (SOI)
CIK: 0001697500
Period of Report: 2019-03-05

Reporting Person: BURKE JAMES R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-05	Class A Common Stock	M	10629	$2.87	Acquired	16270	Direct
2019-03-05	Class A Common Stock	F	1820	$16.7634	Disposed	14450	Direct
2019-03-05	Class A Common Stock	S	8809	$16.7634	Disposed	5641	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-05	Options to purchase Class A Common Stock, par value $0.01	$2.87	M	10629	Disposed	2025-11-20	Class A Common Stock (10629)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	92734	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Solaris Oilfield Infrastructure, LLC Units	$		Class A Common Stock (92734)	92734	Direct

Footnotes

F1: Represents options to purchase Class A common stock which become exercisable immediately following the completion of the IPO, and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the IPO, these options were converted into options under the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. The options granted under the Solaris LLC 2015 Membership Unit Option Plan had an exercise price of $135.00 per unit, which exercise price was proportionately adjusted in connection with the IPO to an exercise price of $2.87 per share.

F2: Includes Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting.

F3: Reflects 1,820 shares withheld by the Issuer at the market price of $16.7634 per share, less an exercise price of $2.87 per share, to fund the cashless exercise of 10,629 options.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.645 to $16.90 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth above.

F5: 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.

F6: Subject to the terms of 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 units in the Solaris LLC (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.