Form SCHEDULE 13G/A Smart Sand, Inc. Filed by: YOUNG CHARLES EDWIN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)*
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Smart Sand, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
YOUNG CHARLES EDWIN | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,357,733.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentages used in this Schedule 13G/A are calculated based upon the 42,494,871 shares of common stock, par value $0.001 per share ("Common Stock"), of Smart Sand, Inc. (the "Company") issued and outstanding as of June 30, 2026, which information was provided by the Issuer to the Reporting Person. As of June 30, 2026, Charles E. Young owned approximately 67% of the membership interests Keystone Cranberry, LLC and is the sole managing member of Keystone Cranberry, LLC, and has sole voting and investment power over the 5,842,700 shares held by Keystone Cranberry, LLC. Mr. Young disclaims beneficial ownership of the shares held by Keystone Cranberry, LLC except to the extent of his pecuniary interest therein. Also includes (i) 1,184,664 shares held directly by Mr. Young and (ii) 330,369 restricted shares issued under the Issuer's 2016 Ombnibus Incentive Plan ("2016 Plan") to Mr. Young that are subject to time vesting requirements. Does not include 500,879 restricted shares issued to Mr. Young under the 2016 Plan that are subject to performance-based vesting requirements.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
KEYSTONE CRANBERRY, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PENNSYLVANIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,842,700.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentages used in this Schedule 13G/A are calculated based upon the 42,494,871 shares of Common Stock of the Company issued and outstanding as of June 30, 2026, which information was provided by the Issuer to the Reporting Person. As of June 30, 2026, Charles E. Young owned approximately 67% of the membership interests Keystone Cranberry, LLC and is the sole managing member of Keystone Cranberry, LLC, and has sole voting and investment power over the shares held by Keystone Cranberry, LLC.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Smart Sand, Inc. | |
| (b) | Address of issuer's principal executive offices:
1000 FLORAL VALE BOULEVARD, YARDLEY, PENNSYLVANIA, 19067. | |
| Item 2. | ||
| (a) | Name of person filing:
Keystone Cranberry, LLC, a Pennsylvania limited liability company
Charles E. Young | |
| (b) | Address or principal business office or, if none, residence:
Principal business office for Keystone Cranberry, LLC and Charles E Young:
c/o Smart Sand, Inc.
1000 Floral Vale Boulevard, Suite 225
Yardley, PA 19067 | |
| (c) | Citizenship:
Keystone Cranberry, LLC - Pennsylvania
Charles E. Young - United States | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Keystone Cranberry, LLC - 5,842,700
Charles E. Young - 7,357,733 | |
| (b) | Percent of class:
Keystone Cranberry, LLC - 13.7%
Charles E. Young - 17.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Keystone Cranberry, LLC - None
Charles E. Young - 7,357,733 | ||
| (ii) Shared power to vote or to direct the vote:
Keystone Cranberry, LLC - 5,842,700
Charles E. Young - None | ||
| (iii) Sole power to dispose or to direct the disposition of:
Keystone Cranberry, LLC - None
Charles E. Young - 7,357,733 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Keystone Cranberry, LLC - 5,842,700
Charles E. Young - None | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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