J Turbines, Inc. - Sep 11, 2024 Form 3 Insider Report for Solaris Energy Infrastructure, Inc. (SEI)

Role
10%+ Owner
Signature
J Turbines, Inc. By: /s/ Christopher M. Powell, Attorney-in-Fact
Stock symbol
SEI
Transactions as of
Sep 11, 2024
Transactions value $
$0
Form type
3
Date filed
9/13/2024, 07:49 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SEI Class B Common Stock 8.11M Sep 11, 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SEI Solaris Energy Infrastructure, LLC Units Sep 11, 2024 Class A Common Stock 8.11M $0.00 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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 J Turbines on September 13, 2024.
F3 Represents securities held directly by J Turbines. John A. Johnson owns all of the issued and outstanding equity interests of J Turbines and has the sole authority to vote or dispose of the shares held by J Turbines in his sole discretion. Mr. Johnson may therefore be deemed to beneficially own the securities of the Issuer held directly by J Turbines.
F4 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 from 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.

Remarks:

See attached for Exhibit 24.1 - Power of Attorney.