Sec Form 4 Filing - J Turbines, Inc. @ Solaris Energy Infrastructure, Inc. - 2025-06-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
J Turbines, Inc.
2. Issuer Name and Ticker or Trading Symbol
Solaris Energy Infrastructure, Inc. [ SEI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2929 BUFFALO SPEEDWAY, A1204
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2025
(Street)
HOUSTON, TX77098
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock ( 1 ) 06/03/2025 J( 2 )( 3 ) 150,000 D $ 0 ( 2 ) 6,114,783 ( 4 ) D ( 5 )
Class A Common Stock 06/03/2025 C( 2 )( 3 ) 150,000 A $ 0 ( 2 ) 150,000 D ( 5 )
Class A Common Stock 06/04/2025 S( 3 ) 75,000 D $ 27.56 ( 3 ) 75,000 D ( 5 )
Class A Common Stock 06/05/2025 S( 3 ) 75,000 D $ 28.1 ( 3 ) 0 D ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercis able and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Solaris Energy Infrastructure, LLC Units ( 2 ) ( 3 ) ( 2 ) 06/03/2025 C( 2 )( 3 ) 150,000 ( 2 ) ( 2 ) Class A Common Stock 150,000 $ 0 6,114,783 D ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
J Turbines, Inc.
2929 BUFFALO SPEEDWAY, A1204
HOUSTON, TX77098
X
Johnson John Abraham
2929 BUFFALO SPEEDWAY, A1204
HOUSTON, TX77098
X
Signatures
J Turbines, Inc. By: /s/ Christopher M. Powell 06/05/2025
Signature of Reporting Person Date
/s/ Christopher M. Powell, Attorney-in-Fact 06/05/2025
Signature of Reporting Person Date
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. (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 )Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris Energy Infrastructure, LLC ("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 with the U.S. Securities and Exchange Commission (the "SEC") on May 17, 2017, units of Solaris LLC ("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, par value $0.01 per share ("Class A common stock"). The shares of Class B common stock reported herein were cancelled for no consideration on a one-for-one basis upon the redemption by the reporting persons of its Solaris LLC Units (together with a corresponding number of shares of Class B common stock) for the shares of Class A common stock reported herein.
( 3 )In connection with the sales on June 4, 2025 and June 5, 2025, J Turbines, Inc. ("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 and (ii) sold 75,000 shares of the Issuer's Class A common stock at a price of $27.56 per share on June 4, 2025, and 75,000 shares of the Issuer's Class A common stock at a weighted average price of $28.10 per share on June 5, 2025. These shares were sold in multiple transactions at prices ranging from $27.90 to $28.35. The reporting person undertakes to provide the staff of the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold on June 5, 2025 at each separate price within the range.
( 4 )Includes securities received in connection with transactions contemplated by the Contribution Agreement, dated July 9, 2024, by and among the Issuer, Solaris LLC, John A. Johnson, John Tuma, J Turbines 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 the Issuer's Class B common stock, together with a corresponding number of 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 the reporting persons with the SEC on September 13, 2024.
( 5 )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.

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 4(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.