Statement of Ownership (sc 13g)
February 14 2019 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SOLARIS
OILFIELD INFRASTRUCTURE, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
83418M103
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on 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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CUSIP No. 83418M103
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13G
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Page
2
of 5 Pages
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1.
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NAMES OF
REPORTING PERSONS
BlueMountain Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (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
Delaware, 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
0
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6.
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SHARED VOTING POWER
1,991,859
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
1,991,859
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,991,859
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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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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (1)
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12.
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TYPE OF REPORTING PERSON (see
instructions)
IA
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(1)
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The percentage set forth in Row 11 of this Cover Page is based on the 27,387,612 shares of Common Stock (as
defined herein) outstanding as of October 31, 2018, as reported on the Form
10-Q
of the Issuer (as defined herein) filed with the Securities and Exchange Commission on October 31, 2018.
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CUSIP No. 83418M103
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13G
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Page
3
of 5 Pages
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Item 1.
Solaris Oilfield Infrastructure, Inc.
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(b)
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Address of Issuers principal executive offices
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9811 Katy Freeway, Suite 700, Houston, TX 77024
Item 2.
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(a)
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Name of person filing
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This Schedule 13G is being filed on behalf of BlueMountain Capital Management, LLC (
BMCM
) with respect to the shares of
Class A Common Stock, $0.01 par value per share (the
Common Stock
), of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the
Issuer
).
BMCM, which is the beneficial owner of 1,709,214 shares of Common Stock, acts as investment manager to, and exercises investment discretion
with respect to the Common Stock directly owned by, the following entities (each, a
BlueMountain Fund
):
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(i)
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BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the
181,331 shares of Common Stock directly owned by it; and
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(ii)
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BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership, with respect to the
101,314 shares of Common Stock directly owned by it.
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The filing of this statement should not be construed as an
admission that BMCM is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock owned by the BlueMountain Funds.
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(b)
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Address or principal business office or, if none, residence
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280 Park Avenue, 12th Floor, New York, New York 10017
See Row 4 of the Cover Page.
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(d)
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Title of class of securities
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Class A Common Stock, par value $0.01 per share
83418M103
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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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☒
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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Group, in accordance with
§240.13d-1(b)(1)(ii)(K).
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CUSIP No. 83418M103
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13G
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Page
4
of 5 Pages
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Item 4. Ownership.
The information required by Items 4(a)-(c) is set forth in Rows
5-11
of the Cover Page and is incorporated herein by
reference.
BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the
Act, the beneficial owner of any securities owned by the BlueMountain Funds.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5
Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of
Group.
Not applicable.
Item 10. Certification.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §
240.14a-11.
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CUSIP No. 83418M103
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13G
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Page
5
of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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DATED: February 14, 2019
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BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
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By:
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/s/ Eric M. Albert
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Eric M. Albert, Chief Compliance Officer
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