Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Clearlake Capital Partners, LLC	2. Issuer Name and Ticker or Trading Symbol Smart Sand, Inc. [ SND ]	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) C/O CLEARLAKE CAPITAL GROUP, L.P., 233 WILSHIRE BLVD., SUITE 800	3. Date of Earliest Transaction (MM/DD/YYYY) 6/11/2018
(Street) SANTA MONICA, CA 90401 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	6/11/2018		A		27924 ⁽¹⁾ ⁽²⁾	A	$0	10849015	I	See footnotes ⁽³⁾ ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	The shares are held of record by Colin Leonard and Jose E. Feliciano for the benefit of Clearlake Capital Partners II (Master), L.P. ("CCPII").
(2)	Represents shares of restricted stock granted pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of June 11, 2018, the date of grant.
(3)	The shares are owned of record as follows: (i) 10,821,091 shares by CCPII and (ii) 13,962 shares by Mr. Leonard for the benefit of CCPII. CCPII's general partner is Clearlake Capital Partners II GP, L.P. ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC ("CCP"). CCP's managing member is CCP MM, LLC ("CCP MM") and CCP MM's managing member is CCG Operations, LLC ("CCG Ops"). Mr. Feliciano and Behdad Eghbali are managers of CCG Ops. As a result, each of Mr. Feliciano, Mr. Eghbali, CCG Ops, CCP MM, CCPII GP and CCP may be deemed to share beneficial ownership of the reported shares.
(4)	CCPII expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.

Remarks:
Mr. Feliciano and Mr. Leonard, as representatives of the reporting persons, are directors of Smart Sand, Inc. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Smart Sand, Inc.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clearlake Capital Partners, LLC C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401	X	X
Clearlake Capital Partners II GP, L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401	X	X
CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401	X	X
CCG Operations, LLC C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401	X	X
Eghbali Behdad C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401	X	X

Signatures
Clearlake Capital Partners, LLC, by /s/ Jose E. Feliciano, its co-president		6/13/2018
^** Signature of Reporting Person		Date

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).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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