UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No.
4)*
Smart Sand, Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of
Securities)
83191H107
(CUSIP
Number)
December 31, 2022
(Date of Event
which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
| * |
The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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The information
required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1
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NAMES OF REPORTING
PERSONS
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Clearlake Capital
Group, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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5,175,688
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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5,175,688
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,175,688
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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11.4%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA, PN
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1
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NAMES OF REPORTING
PERSONS
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José Enrique
Feliciano
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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United States of
America
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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64,067
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6
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SHARED VOTING
POWER
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5,175,688
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7
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SOLE DISPOSITIVE
POWER
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64,067
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8
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SHARED DISPOSITIVE
POWER
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5,175,688
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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11.6%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN, HC
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1
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NAMES OF REPORTING
PERSONS
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Behdad Eghbali
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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United States of
America
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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5,175,688
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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5,175,688
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,175,688
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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11.4%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN, HC
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Item 1(a). |
Name of
Issuer:
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Smart Sand, Inc.
(the “Issuer”)
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Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
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1725 Hughes Landing
Blvd, Suite 800, The Woodlands, Texas 77380
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Item 2(a). |
Name of Persons
Filing:
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This Statement is
filed on behalf of each of the following persons (collectively, the
“Reporting Persons”):
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i) |
Clearlake Capital Group, L.P.
(“Clearlake Capital Group”);
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ii) |
José Enrique Feliciano (“Mr.
Feliciano”); and
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iii) |
Behdad Eghbali (“Mr.
Eghbali”)
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This
Statement relates to the Shares (as defined herein) held for the
account of Clearlake Capital Partners II (Master), L.P., a Delaware
limited partnership (“Clearlake Capital Partners II”). Clearlake
Capital Group serves as the investment adviser and general partner
to Clearlake Capital Partners II. Mr. Feliciano and Mr. Eghbali are
Managing Partners of Clearlake Capital Group.
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Item 2(b). |
Address of
Principal Business Office or, if none, Residence:
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The
address of the principal business office of each of the Reporting
Persons is c/o Clearlake Capital Group, L.P., 233 Wilshire Blvd.,
Suite 800, Santa Monica, California 90401.
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i) |
Clearlake Capital Group is a
Delaware limited partnership;
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ii) |
Mr. Feliciano is a citizen of the
United States of America; and
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iii) |
Mr. Eghbali is a citizen of the
United States of America
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Item 2(d). |
Title of Class
of Securities:
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Common Stock, par
value $0.001 per share (the “Shares”)
83191H107
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Item 3. |
If this
statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
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This Item 3 is not
applicable.
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(a) |
Amount
beneficially owned:
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As of
December 31, 2022, each of the Reporting Persons may be deemed the
beneficial owner of 5,175,688 Shares held for the account of
Clearlake Capital Partners II, and Mr. Feliciano may be deemed the
beneficial owner of an additional 64,067 Shares underlying
Restricted Stock Awards, which shares are held for the benefit of
Clearlake Capital Partners II. As such, Mr. Feliciano may be deemed
the beneficial owner of an aggregate 5,239,755 Shares.
As of
December 31, 2022, each of Clearlake Capital Group and Mr. Eghbali
may be deemed the beneficial owner of approximately 11.4% of the
Shares outstanding and Mr. Feliciano may be deemed the beneficial
owner of approximately 11.6% of the Shares outstanding. (There were
45,276,607 Shares outstanding as of November 1, 2022, as reported
in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 8, 2022.)
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(c) |
Number of
shares as to which such person has:
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Clearlake
Capital Group and Mr. Eghbali
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(i) |
Sole power to vote or to direct
the vote: 0
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(ii) |
Shared power to vote or to direct
the vote: 5,175,688
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(iii) |
Sole power to dispose or to
direct the disposition of: 0
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(iv) |
Shared power to dispose or to
direct the disposition of: 5,175,688
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Mr.
Feliciano:
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(i) |
Sole power to vote or to direct
the vote: 64,067
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(ii) |
Shared power to vote or to direct
the vote: 5,175,688
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(iii) |
Sole power to dispose or to
direct the disposition of: 64,067
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(iv) |
Shared power to dispose or to
direct the disposition of: 5,175,688
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Item 5. |
Ownership of
Five Percent or Less of a Class.
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This Item 5 is not
applicable.
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Item 6. |
Ownership of
More Than Five Percent on Behalf of Another Person.
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See
disclosure in Items 2 and 4 hereof. Clearlake Capital Partners II
is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Shares covered by this Statement that may be deemed to be
beneficially owned by the Reporting Persons.
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Item 7. |
Identification
and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company.
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See disclosure in
Item 2 hereof.
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Item 8. |
Identification
and Classification of Members of the Group.
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This Item 8 is not
applicable.
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Item 9. |
Notice of
Dissolution of Group.
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This Item 9 is not
applicable.
This Item
10 is not applicable.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true,
complete and correct. We also hereby agree to file this statement
jointly pursuant to the Agreement listed on Exhibit 1
hereto.
Dated: February 14, 2023
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CLEARLAKE CAPITAL GROUP,
L.P.
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By:
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/s/ John Cannon
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Name:
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John Cannon
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Attorney-in-Fact
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JOSÉ E. FELICIANO
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By:
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/s/ John Cannon
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Attorney-in-Fact
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BEHDAD EGHBALI
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By:
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/s/ John Cannon
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Attorney-in-Fact
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EXHIBIT
INDEX
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Exhibit
No.
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1
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Joint Filing Agreement, dated
February 14, 2023
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2
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Power of Attorney of Reporting
Persons (incorporated by reference to Exhibit No. 2 to the Schedule
13G filed by the Reporting Persons on February 8, 2021)
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Exhibit 1
JOINT FILING
AGREEMENT
In
accordance with the requirements of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, and subject to the
limitations set forth therein, the parties set forth below agree to
jointly file the Schedule 13G to which this joint filing agreement
is attached, and have duly executed this joint filing agreement as
of the date set forth below.
This
agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 14th of February,
2023
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CLEARLAKE CAPITAL GROUP,
L.P.
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By:
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/s/ John Cannon
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Name:
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John Cannon
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Attorney-in-Fact
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JOSÉ E. FELICIANO
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By:
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/s/ John Cannon
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Attorney-in-Fact
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BEHDAD EGHBALI
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By:
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/s/ John Cannon
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Attorney-in-Fact
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