New insider Ktr Management Company, Llc claimed ownership of 8,114,783 units of Class B Common Stock (SEC Form 3)
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/11/2024 |
3. Issuer Name and Ticker or Trading Symbol
Solaris Energy Infrastructure, Inc. [ SEI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock(1) | 8,114,783(2) | D(3) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Solaris Energy Infrastructure, LLC Units | (4) | (4) | Class A Common Stock | 8,114,783(2) | $0.00 | D(3) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Class B common stock, par value $0.00 per share ("Class B common stock") of Solaris Energy Infrastructure, Inc., a Delaware corporation (f/k/a Solaris Oilfield Infrastructure, Inc.) (the "Issuer") has no economic rights but entitles the holder to one vote on all matters to be voted on by the stockholders generally. |
| 2. Includes securities received in connection with transactions contemplated by the Contribution Agreement, dated July 9, 2024, by and among the Issuer, Solaris Energy Infrastructure, LLC (f/k/a Solaris Oilfield Infrastructure, LLC) ("Solaris LLC"), a Delaware limited liability company and a subsidiary of the Issuer, John A. Johnson, John Tuma, J Turbines, Inc. ("J Turbines"), a Delaware corporation, and KTR Management Company, LLC ("KTR"), a Texas limited liability company. On September 11, 2024, J Turbines and KTR each received, among other things, 8,114,783 shares of Class B common stock, together with a corresponding number of units in Solaris LLC ("Solaris LLC Units") in exchange for all of the issued and outstanding equity interests of Mobile Energy Rentals LLC, a Texas limited liability company, as more fully described in the Schedule 13D filed by KTR on September 13, 2024. |
| 3. Represents securities held directly by KTR. John Tuma owns all of the issued and outstanding equity interests of KTR and has the sole authority to vote or dispose of the shares held by KTR in his sole discretion. Mr. Tuma may therefore be deemed to beneficially own the securities of the Issuer held directly by KTR. |
| 4. Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as of May 11, 2017, as amended form time to time, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed May 17, 2017, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock, par value $0.01 per share, of the Issuer. |
| KTR Management Company, LLC By: /s/ Christopher M. Powell, Attorney-in-Fact | 09/13/2024 | |
| /s/ Christopher M. Powell, Attorney-in-Fact | 09/13/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||