Clearlake Capital Group, L.P. - Dec 19, 2022 Form 4 Insider Report for Smart Sand, Inc. (SND)

Role: Director, 10%+ Owner
Signature: /s/ See Signatures Included in Exhibit 99.1
Stock symbol: SND
Transactions as of: Dec 19, 2022
Transactions value $: -$3,459,116
Form type: 4
Date filed: 12/19/2022, 03:16 PM
Previous filing: Dec 16, 2022
Next filing: Mar 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SND	Common Stock, par value $0.001 per share	Sale	-$3.46M	-1.81M	-25.88%	$1.91	5.18M	Dec 19, 2022	See footnotes	F1, F2, F3, F4
holding	SND	Common Stock, par value $0.001 per share						16.4K	Dec 19, 2022	See footnote	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Settlement of Forward Sale Contract on December 19, 2022 for which the number of shares to be delivered and the sale price was determined as of December 15, 2022.
F2	The shares are held of record by Clearlake Capital Partners II (Master), L.P. ("CCPII"), which is managed by Clearlake Capital Management II, L.P., a Delaware limited partnership ("CCMII"). CCMII's general partner is Clearlake Capital Group, L.P., whose general partner is CCG Operations, L.L.C., a Delaware limited liability company ("CCG Ops").
F3	CCPII's general partner is Clearlake Capital Partners II GP, L.P., a Delaware limited partnership ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC, a Delaware limited liability company ("CCP"). CCP's managing member is CCG Ops. Jose E. Feliciano and Behdad Eghbali are managers of CCG Ops and may be deemed to share voting and investment power of the shares held of record by CCPII.
F4	Each the Reporting Persons disclaims beneficial ownership of the shares held of record by CCPII except to the extent of its pecuniary interest therein.
F5	Represents shares of restricted stock granted to Mr. Feliciano pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on the first anniversary of June 16, 2022, the date of grant.. The shares are held of record by Mr. Feliciano for the benefit of CCPII. Mr. Feliciano expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

Mr. Feliciano, as a representative of the reporting persons, is a director of Smart Sand, Inc. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Smart Sand, Inc.