Keenan W Howard JR's Form 4 filing
Solaris Energy Infrastructure, Inc.SEI · filed Dec 18, 2024
- Accession no.
- 0000950170-24-137913
- Filed
- Dec 18, 2024
- Trade date
- Dec 16, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $23.4M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Keenan W Howard JRCIK 0001370287 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 16, 2024 | Class A Common Stock | CConversionAcquired | +975,000 | $0.00F1 | $0 | 975,000 | Indirect | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −975,000 | $24.01F2 | −$23,409,750 | 0 | Indirect | |
| Dec 16, 2024 | Class B Common Stock | JOtherDisposed | −975,000 | $0.00F1 | $0 | 7,079,234 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 16, 2024 | Class A Common Stock | CConversionDisposed | −975,000 | –F7 | – | 7,079,234 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table II.