Form 4 for SEI Solaris Energy Infrastructure, Inc.
Accepted 2024-12-18 00:00:00 ET · period of report 2024-12-16 · accession 0000950170-24-137913 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-12-18 | 2024-12-16 | SEI | Keenan W Howard JR | Dir | J - Other | $0.00 | -975.0K | 7.08M | -12% | $0 |
| DI | 2024-12-18 | 2024-12-16 | SEI | Keenan W Howard JR | Dir | S - Sale | $24.01 | -975.0K | 0 | -100% | -$23.41M |
| DI | 2024-12-18 | 2024-12-16 | SEI | Keenan W Howard JR | Dir | C - Cnv Deriv | $0.00 | +975.0K | 975.0K | New | $0 |
| DI | 2024-12-18 | 2024-12-16 | SEI | Keenan W Howard JR | Dir | C - Cnv Deriv | — | -975.0K | 7.08M | -12% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock | 2024-12-16 | J | D | 975,000 | $0.00 | 7,079,234 | I See footnote | — | — | (F3) 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. (F1) 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. (F4) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. (F5) These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. |
| 2 | Common | Class A Common Stock | 2024-12-16 | S | D | 975,000 | $24.01 | 0 | I See footnote | — | — | (F2) 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. (F5) These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. |
| 3 | Common | Class A Common Stock | 2024-12-16 | C | A | 975,000 | $0.00 | 975,000 | I See footnote | — | — | (F1) 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. (F5) These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. |
| 4 | Derivative | Solaris Energy Infrastructure, LLC Units | 2024-12-16 | C | D | 975,000 | — | 7,079,234 | I See footnote | — · — to — | 975,000 Class A Common Stock | (F7) 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. (F5) These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. |