Solaris Energy Infrastructure Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Yorktown Energy Partners X, L.P.

(Last)

(First)

(Middle)

410 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Solaris Energy Infrastructure, Inc. [ SEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/16/2024		C⁽¹⁾		975,000	A	$0⁽¹⁾	975,000	D
Class A Common Stock	12/16/2024		S⁽²⁾		975,000	D	$24.0075⁽²⁾	0	D
Class B Common Stock⁽³⁾	12/16/2024		J⁽¹⁾		975,000	D	$0⁽¹⁾	7,079,234	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Solaris Energy Infrastructure, LLC Units	⁽⁴⁾	12/16/2024		C			975,000	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	975,000	⁽⁴⁾	7,079,234	D

Explanation of Responses:

1. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris Energy Infrastructure, LLC ("Solaris LLC"), dated as of May 11, 2017, included as Exhibit 10.4 to Solaris Energy Infrastructure, Inc.'s (the "Issuer") Annual Report on Form 10-K for the year ended December 31, 2023 (as amended, the "Solaris LLC Agreement"), the shares of the Issuer's Class B common stock reported herein were cancelled for no consideration on a one-for-one basis upon the redemption by Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), of units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of the Issuer's Class B common stock, par value $0.00 per share ("Class B common stock")) for shares of the Issuer's Class A common stock, par value $0.01 per share ("Class A common stock") reported herein.

2. As previously disclosed in the Issuer's prospectus supplement dated December 10, 2024, filed with the U.S. Securities and Exchange Commission on December 11, 2024, on December 11, 2024, the Issuer completed a public underwritten offering of shares of Class A common stock, par value $0.01 per share (the "Offering"). On December 16, 2024, in connection with the underwriters' exercise of their option to purchase additional shares of Class A common stock in the Offering, Yorktown X sold 975,000 shares of Class A common stock at a price to the public of $24.75 per share, or a net per share price of $24.0075 after deducting $0.7425 per share of underwriting discounts and commissions.

3. Each share of Class B common stock has no economic rights but entitles the holder to one vote on all matters to be voted on by the stockholders generally.

4. Subject to the terms of the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of the Issuer's Class B common stock) are exchangeable from time to time for shares of the Issuer's Class A common stock.

	By: Yorktown X Company LP, its general partner, By: Yorktown X Associates LLC, its general partner, By: /s/ Robert A. Signorino, Managing Member	12/18/2024
	** Signature of Reporting Person	Date
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Solaris Energy Infrastructure (SEI) Form 4Change in insider ownership