Statement of Changes in Beneficial Ownership (4)
December 20 2019 - 3:02PM
Edgar (US Regulatory)
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Feliciano Jose Enrique |
2. Issuer Name and Ticker or Trading Symbol
Smart Sand, Inc.
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SND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P., 233 WILSHIRE BLVD., SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2019 |
(Street)
SANTA MONICA, CA 90401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share | 12/18/2019 | | A | | 35715 (1)(2) | A | $0 | 10884730 | I | See footnotes (3)(4) |
Common Stock, par value $0.001 per share | 12/18/2019 | | A | | 35715 (2)(5) | A | $0 | 35715 (4)(5) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The shares are held of record by Colin Leonard for the benefit of Clearlake Capital Partners II (Master), L.P. ("CCPII"), of which Mr. Feliciano is co-manager of the ultimate managing member of the general partner. |
(2) | Represents shares of restricted stock granted pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of December 18, 2019, the date of grant. |
(3) | The shares are owned of record as follows: (i) 10,849,015 shares by CCPII and (ii) 35,715 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) | Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
(5) | The shares are held of record by Mr. Feliciano for the benefit of CCPII. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Feliciano Jose Enrique C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA, CA 90401 | X | X |
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Signatures
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/s/ Jose E. Feliciano | | 12/20/2019 |
**Signature of Reporting Person | Date |
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