[SCHEDULE 13D/A] Solaris Oilfield Infrastructure, Inc. SEC Filing
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Solaris Energy Infrastructure, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
83418M103 (CUSIP Number) |
John A. Johnson 2929 Buffalo Speedway, A1204 Houston, TX, 77098 (713) 254-9299 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 83418M103 |
| 1 |
Name of reporting person
J Turbines, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,114,783.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Represents 2,114,783 shares of Class B common stock, par value $0.00 per share ("Class B common stock"), of Solaris Energy Infrastructure, Inc., a Delaware corporation (the "Issuer"), and an equal number of units ("Solaris LLC Units") of Solaris Energy Infrastructure, LLC, a Delaware limited liability company ("Solaris LLC") and operating subsidiary of the Issuer, held by J Turbines, Inc., a Delaware corporation ("J Turbines"). Shares of the Issuer's Class B common stock (together with a corresponding number of Solaris LLC Units) are exchangeable for shares of the Issuer's Class A common stock, par value $0.01 per share ("Class A common stock," and together with the Class B common stock, "Common Stock"), on a one-for-one basis.
(2) The percentage calculation is based on an aggregate of 67,542,700 shares of Common Stock, which is comprised of (a) 40,403,557 shares of the Class A common stock and (b) 27,139,143 shares of the Class B common stock as of May 6, 2025, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 83418M103 |
| 1 |
Name of reporting person
John A. Johnson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,114,783.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 2,114,783 shares of Class B common stock, par value $0.00 per share ("Class B common stock") of Solaris Energy Infrastructure, Inc., a Delaware corporation (the "Issuer"), and an equal number of units ("Solaris LLC Units") of Solaris Energy Infrastructure, LLC, a Delaware limited liability company and operating subsidiary of the Issuer ("Solaris LLC"), held by J Turbines, Inc., a Delaware corporation ("J Turbines"). Shares of Class B common stock (together with a corresponding number of Solaris LLC Units) are exchangeable for shares of the Issuer's Class A Common Stock, par value $0.01 per share ("Class A common stock," and together with shares of Class B common stock, the "Common Stock"), on a one-for-one basis.
(2) The percentage calculation is based on an aggregate of 67,542,700 shares of Common Stock, which is comprised of (a) 40,403,557 shares of the Class A common stock and (b) 27,139,143 shares of the Class B common stock as of May 6, 2025, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Solaris Energy Infrastructure, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
9651 Katy Freeway, Suite 300, Houston,
TEXAS
, 77024. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 5, 2025, J Turbines (i) converted 1,850,000 shares of the Issuer's Class B common stock and an equal number of Solaris LLC Units into 1,850,000 shares of the Issuer's Class A common stock in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as of May 11, 2017, as amended from time to time (the "LLC Agreement"), pursuant to which 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, and (ii) sold 1,850,000 shares of the Issuer's Class A common stock at a price per share of $20.60.
On June 3 and 4, 2025, J Turbines (i) converted 150,000 shares of the Issuer's Class B common stock and an equal number of Solaris LLC Units into 150,000 shares of the Issuer's Class A common stock in accordance with the terms of the LLC Agreement, pursuant to which 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, and (ii) sold 150,000 shares of the Issuer's Class A common stock at a weighted average price per share of $27.83.
On July 28, 2025, J Turbines (i) converted 4,000,000 shares of the Issuer's Class B common stock and an equal number of Solaris LLC Units into 4,000,000 shares of the Issuer's Class A common stock in accordance with the terms of the LLC Agreement, pursuant to which 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, and (ii) sold 4,000,000 shares of the Issuer's Class A common stock at a price per share of $30.30. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (a) - (b) The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons and, for such Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D/A and are incorporated herein by reference. |
| (c) | Except as set forth in this Schedule 13D/A, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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