SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CLEARLAKE CAPITAL GROUP, L.P. (Last) (First) (Middle) 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Smart Sand, Inc. [ SND ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/17/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock, par value $0.001 per share	06/17/2022		S		2,552,462	D(1)	$3.1756	8,200,204	I	See footnotes(2)(3)(4)
Common Stock, par value $0.001 per share								47,703	I	See footnote(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* CLEARLAKE CAPITAL GROUP, L.P. (Last) (First) (Middle) 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* Clearlake Capital Partners, LLC (Last) (First) (Middle) 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* Clearlake Capital Partners II GP, L.P. (Last) (First) (Middle) C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P. (Last) (First) (Middle) C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* CLEARLAKE CAPITAL MANAGEMENT II, L.P. (Last) (First) (Middle) C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* CCG Operations, LLC (Last) (First) (Middle) C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* Eghbali Behdad (Last) (First) (Middle) C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

1. Name and Address of Reporting Person* Feliciano Jose Enrique (Last) (First) (Middle) C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)

Explanation of Responses:

1. Settlement of Forward Sale Contract on June 17, 2022 for which the number of shares to be delivered and the sale price was determined as of June 15, 2022.

2. 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").

3. 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.

4. Each the Reporting Persons disclaims beneficial ownership of the shares held of record by CCPII except to the extent of its pecuniary interest therein.

5. Represents shares of restricted stock granted to Mr. Feliciano pursuant to the Issuer's 2016 Omnibus Incentive Plan, which vest on July 30, 2022. 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.

	/s/ See Signatures Included in Exhibit 99.1	06/17/2022
	** 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 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.
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EXHIBIT 99.1

This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 233 Wilshire Blvd., Suite 800, Los Angeles, California 90401.

Name of Designated Filer: Clearlake Capital Group, L.P.

Date of Event Requiring Statement: June 17, 2022

Issuer Name and Ticker or Trading Symbol: Smart Sand, Inc. [SND]

	CLEARLAKE CAPITAL GROUP, L.P.
	By:	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
		Name: José E. Feliciano
		Title: Co-President
	Clearlake Capital Partners, LLC
	By:	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
		Name: José E. Feliciano
		Title: Co-President
	Clearlake Capital Partners II GP, L.P.
	By:	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
		Name: José E. Feliciano
		Title: Co-President
	CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P.
	By:	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
		Name: José E. Feliciano
		Title: Co-President
	CLEARLAKE CAPITAL MANAGEMENT II, L.P.
	By:	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
		Name: José E. Feliciano
		Title: Co-President
	CCG Operations, LLC
	By:	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
		Name: José E. Feliciano
		Title: Co-President
	/s/ John Cannon as Attorney-in-Fact for Behdad Eghbali
	Behdad Eghbali
	/s/ John Cannon as Attorney-in-Fact for José E. Feliciano
	José E. Feliciano