Amended Statement of Changes in Beneficial Ownership (4/a)
April 01 2020 - 6:20AM
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
*
KISZKA ROBERT |
2. Issuer Name and Ticker or Trading Symbol
Smart Sand, Inc.
[
SND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive VP of Operations |
(Last)
(First)
(Middle)
C/O SMART SAND, INC., 1725 HUGHES LANDING BLVD, SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2018 |
(Street)
THE WOODLANDS, TX 77380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/18/2020 |
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 | 3/16/2020 | | A | | 7968 (1) | A | $0 | 216063 | D | |
Common Stock | 1/2/2018 | | A | | 1000 (2) | A | $7.36 | 217063 | D | |
Common Stock | | | | | | | | 448738 | I | BY LLC (3) |
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) | 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) | These shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
(3) | Held by a limited liability company ("LLC") of which the Reporting Person serves as the sole member with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.Remarks: |
Remarks: The Form 4, as originally filed, incorrectly included the acquisition by the Reporting Person of 1,000 shares of common stock on July 2, 2019 through the Issuer's Employee Stock Purchase Plan. This Form 4/A deletes such acquisition. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KISZKA ROBERT C/O SMART SAND, INC. 1725 HUGHES LANDING BLVD, SUITE 800 THE WOODLANDS, TX 77380 |
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| Executive VP of Operations |
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Signatures
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/s/ Lee E. Beckelman, as Attorney-in-Fact for Robert Kiszka | | 4/1/2020 |
**Signature of Reporting Person | Date |
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