SND Smart Sand Inc

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                       

1. Name and Address of Reporting Person * YOUNG CHARLES EDWIN	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 __X__ Officer (give title below)    _____ Other (specify below) CEO
(Last)          (First)          (Middle) C/O SMART SAND, INC., 1725 HUGHES LANDING BLVD, SUITE 800	3. Date of Earliest Transaction (MM/DD/YYYY) 3/16/2020
(Street) THE WOODLANDS, TX 77380 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	3/16/2020		A		19731 (1)	A	$0	505615	D
Common Stock								5842700	I	BY LLC (2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Reflects the number of shares earned in respect of ROIC-based performance award shares originally granted on March 30, 2017. On March 16, 2020, the Issuer confirmed the achievement of the applicable performance metric, which was based on a relative Return on Invested Capital (ROIC) goal for the performance period commencing on January 1, 2017 and continuing through December 31, 2019. Following the conclusion of the three year performance period, the Compensation Committee confirmed the performance of the Company relative to these goals at 97.2%.
(2)	Mr. Young holds 67% of the membership interests in Keystone Cranberry, LLC ("Keystone"), is the sole managing member and has sole voting and investment power over the shares held by Keystone. Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
YOUNG CHARLES EDWIN C/O SMART SAND, INC. 1725 HUGHES LANDING BLVD, SUITE 800 THE WOODLANDS, TX 77380	X	X	CEO
KEYSTONE CRANBERRY, LLC C/O SMART SAND, INC. 1725 HUGHES LANDING BLVD, SUITE 800 THE WOODLANDS, TX 77380	X	X

Signatures
/s/ Charles Edwin Young		3/18/2020
**Signature of Reporting Person		Date