Edgar Filing: Emerge Energy Services LP

Ownership Submission

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 OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

INSIGHT EQUITY MANAGEMENT Co LLC

2. Issuer Name and Ticker or Trading Symbol
Emerge Energy Services LP [EMES]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O EMERGE ENERGY SERVICES LP, 180 STATE STREET, SUITE 225

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2014

(Street)

SOUTHLAKE, TX 76092

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON UNITS (LIMITED PARTNER INTERESTS)	06/25/2014		S⁽³⁾		2,798,165 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	$ 105.24 ⁽⁴⁾	6,598,964	I ⁽¹⁾ ⁽²⁾	BY SSR
COMMON UNITS (LIMITED PARTNER INTERESTS)	06/25/2014		S⁽³⁾		303,489 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	$ 105.24 ⁽⁴⁾	715,723	I ⁽¹⁾ ⁽²⁾	BY AEC
COMMON UNITS (LIMITED PARTNER INTERESTS)	07/23/2014		S⁽⁵⁾		131,842 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	D	$ 105.24 ⁽⁴⁾	6,467,122	I ⁽¹⁾ ⁽²⁾	BY SSR
COMMON UNITS (LIMITED PARTNER INTERESTS)	07/23/2014		S⁽⁵⁾		14,300 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	D	$ 105.24 ⁽⁴⁾	701,423	I ⁽¹⁾ ⁽²⁾	BY AEC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
INSIGHT EQUITY MANAGEMENT Co LLC C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX 76092	X	X		See Remarks
BENESKI TED W C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX 76092	X	X		See Remarks
VESCOVO VICTOR L C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX 76092	X	X		See Remarks
SUPERIOR SILICA RESOURCES LLC C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX 76092	X	X		See Remarks
Insight Equity GP I LP C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX 76092	X	X		See Remarks

Signatures

/s/ Insight Equity Management Company LLC		07/25/2014
^**Signature of Reporting Person		Date
/s/ Ted W. Beneski		07/25/2014
^**Signature of Reporting Person		Date
/s/ Victor L. Vescovo		07/25/2014
^**Signature of Reporting Person		Date
/s/ Superior Silica Resources LLC		07/25/2014
^**Signature of Reporting Person		Date
/s/ Insight Equity GP I LP		07/25/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is filed jointly by Superior Silica Resources LLC ("SSR"), as direct holder of the Common Units sold, and by Insight Equity Management Company LLC ("Insight Equity"), Insight Equity GP I LP ("GP"), Ted W. Beneski and Victor L. Vescovo, as controlling persons with respect to SSR and AEC Resources LLC ("AEC"). Insight Equity is the investment manager to GP and GP is the general partner of Insight Equity 1 LP ("Fund 1"). SSR and AEC are each indirect subsidiaries of Fund 1. As such Insight Equity and GP have the shared power to vote and dispose of the Common Units held by SSR and AEC, and as such, may be deemed to indirectly beneficially own the securities held by SSR and AEC. Messrs.
(2)	Beneski and Vescovo are the controlling equity owners of Insight Equity and GP, and as such, may be deemed to indirectly beneficially own the securities held by SSR and AEC, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. Does not give effect to the sale by Mr. Beneski in the secondary offering, which is reported separately on a Form 4 filed by Mr. Beneski.
(3)	Common Units sold to the underwriters in connection with a secondary offering per the Issuer's Registration Statement on Form S-3ASR (Registration No. 333-196465).
(4)	Represents sales price to underwriters, net of commissions and discounts.
(5)	Common units were sold to underwriters upon the partial exercise of their overallotment option in connection with a secondary offering per the Issuer's Registration Statement on Form S-3ASR (Registration No. 333-196465).
Remarks: Each of Ted W. Beneski and Victor L. Vescovo are also directors of the general partner of the Issuer.

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