SMART SAND, INC. (NASDAQ:SND) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On March30, 2017, the compensation committee of the board of
directors (the Committee) of Smart Sand, Inc. (the Company)
granted restricted stock awards to certain employees of the
Company, including the named executive officers, under the Smart
Sand, Inc. 2016 Omnibus Incentive Plan (the Plan). Fifty percent
of the awards were time-based vesting (in quarters over four
years) and fifty percent were performance-based vesting (based on
satisfaction of performance metrics over a three year performance
period commencing on January1, 2017 and ending on December31,
2019). The awards to the named executive officers are as follows:

The performance shares designated as Target # of Performance
Shares-TSR in the above table vest based on the Companys
total stockholder return over the three-year period, relative to
the total stockholder return of the companies in the Companys
peer group. The performance shares designated as Target # of
Performance Shares-ROIC in the above table vest based on the
achievement of pre-established goals related to the Companys
average return on average invested capital over the three-year
period. The number of performance-based shares are subject to
adjustment to between 0% and 150% based upon the Companys
performance during the three-year performance period.

In addition, the Committee granted to Mr.Beckelman an additional
award of 14,054 restricted shares under the Plan, which are
earned on the date as of which the Companys stock price reaches
certain levels for 20 of 30 consecutive trading days within the
18 month period following the date of grant. On such date 1/3 of
the shares vest, and then 1/3 of the shares vest on the first and
second anniversary of such date.

Item9.01 Financial Statements and Exhibits.

About SMART SAND, INC. (NASDAQ:SND)

Smart Sand, Inc. is a producer of Northern White raw frac sand. The Company sells its products primarily to oil and natural gas exploration and production companies, and oilfield service companies. The Company owns and operates a raw frac sand mine and related processing facility near Oakdale, Wisconsin, at which it has approximately 244 million tons of proven recoverable sand reserves and approximately 92 million tons of probable recoverable sand reserves as of December 31, 2015, respectively. Its Oakdale facility is situated on approximately 1,196 contiguous acres, with on-site processing and rail loading facilities. Its integrated Oakdale facility, with on-site rail infrastructure and wet and dry sand processing facilities, is served by two Class I rail lines. In addition to the Oakdale facility, it owns a second property in Jackson County, Wisconsin, which it calls the Hixton site. Its Hixton site consists of approximately 959 acres in Jackson County, Wisconsin.

SMART SAND, INC. (NASDAQ:SND) Recent Trading Information

SMART SAND, INC. (NASDAQ:SND) closed its last trading session up +0.08 at 15.87 with 454,664 shares trading hands.