Statement of Changes in Beneficial Ownership (4)
September 22 2022 - 07:40PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * CLEARLAKE
CAPITAL GROUP, L.P. |
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)
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|
(Last)
(First)
(Middle)
233 WILSHIRE BLVD., SUITE 800, |
3. Date of Earliest Transaction (MM/DD/YYYY)
9/19/2022
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(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) ___
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, par value $0.001 per
share |
9/19/2022 |
|
S |
|
1265137 |
D(1) |
$1.9098 |
6982770 |
I |
See footnotes (2)(3)(4) |
|
Common Stock, par value $0.001 per
share |
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|
|
|
|
|
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16364 |
I |
See footnote (5) |
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) |
Settlement of Forward Sale
Contract on September 19, 2022 for which the number of shares to be
delivered and the sale price was determined as of September 15,
2022. |
| (2) |
The shares are held of
record by Clearlake Capital Partners II (Master), L.P. ("CCPII"),
which is managed by Clearlake Capital Management II, L.P., a
Delaware limited partnership ("CCMII"). CCMII's general partner is
Clearlake Capital Group, L.P., whose general partner is CCG
Operations, L.L.C., a Delaware limited liability company ("CCG
Ops"). |
| (3) |
CCPII's general partner is
Clearlake Capital Partners II GP, L.P., a Delaware limited
partnership ("CCPII GP"). CCPII GP's general partner is Clearlake
Capital Partners, LLC, a Delaware limited liability company
("CCP"). CCP's managing member is CCG Ops. Jose E. Feliciano and
Behdad Eghbali are managers of CCG Ops and may be deemed to share
voting and investment power of the shares held of record by
CCPII. |
| (4) |
Each the Reporting Persons
disclaims beneficial ownership of the shares held of record by
CCPII except to the extent of its pecuniary interest
therein. |
| (5) |
Represents shares of
restricted stock granted to Mr. Feliciano pursuant to the Issuer's
2016 Omnibus Incentive Plan, which vest on the first anniversary of
June 16, 2022, the date of grant.. The shares are held of record by
Mr. Feliciano for the benefit of CCPII. Mr. Feliciano expressly
disclaims beneficial ownership of the reported shares except to the
extent of his pecuniary interest therein. |
Remarks:
Mr. Feliciano, as a representative of the reporting persons, is a
director 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
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA 90401 |
X |
X |
|
|
Clearlake Capital Partners, LLC
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA 90401 |
X |
X |
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|
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 |
|
|
CLEARLAKE CAPITAL MANAGEMENT II, L.P.
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA 90401 |
X |
X |
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|
CCG Operations, LLC
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA 90401 |
X |
X |
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|
Eghbali Behdad
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD., SUITE 800
SANTA MONICA, CA 90401 |
X |
X |
|
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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
|
|
/s/ See Signatures Included in Exhibit
99.1 |
|
9/22/2022 |
| **Signature
of Reporting Person |
Date |
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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). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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