Solaris Energy Infrastructure, Inc. — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Solaris Oilfield Infrastructure, Inc. (SOI)
CIK: 0001697500
Period of Report: 2021-03-10

Reporting Person: Yorktown Energy Partners X, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Class A Common Stock	C	400000	—	Acquired	400000	Direct
2021-03-10	Class A Common Stock	S	400000	$12.75	Disposed	0	Direct
2021-03-10	Class B Common Stock	J	400000	—	Disposed	8054234	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-10	Solaris Oilfield Infrastructure, LLC Units	$	C	400000	Disposed		Class A Common Stock (400000)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: On March 10, 2021, Yorktown X executed a block trade under Rule 144 of the Securities Act of 1933, as amended, pursuant to which an aggregate of 400,000 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 $12.75 per share.