SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Hi-Crush Proppants LLC (Last) (First) (Middle) THREE RIVERWAY SUITE 1550 (Street) HOUSTON TX 77056 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/15/2012	3. Issuer Name and Ticker or Trading Symbol Hi-Crush Partners LP [ HCLP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	13,640,351	D(1)
Subordinated Units	13,640,351	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Hi-Crush Proppants LLC (Last) (First) (Middle) THREE RIVERWAY SUITE 1550 (Street) HOUSTON TX 77056 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Avista Capital Partners II GP, LLC (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Avista Capital Partners II, L.P. (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Avista Capital Partners (Offshore) II, L.P. (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Avista Capital Partners (Offshore) II-A, LP (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* ACP HIP Splitter, LP (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* ACP HIP Splitter (Offshore), LP (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

Explanation of Responses:

1. This Form 3 is being filed jointly by Hi-Crush Proppants LLC ("Proppants"), Avista Capital Partners II, LP ("ACP II"), Avista Capital Partners (Offshore) II-A, LP ("ACP Off II-A"), Avista Capital Partners (Offshore) II, LP ("ACP Off II"), ACP HIP Splitter, LP ("HIP Splitter"), ACP HIP Splitter (Offshore), LP ("HIP Splitter Off") and Avista Capital Partners II GP, LLC ("ACP II GP") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-182574). ACP II, ACP Off II-A and ACP Off II own 58% of the membership interests of Proppants through HIP Splitter and HIP Splitter Off. Each of ACP II, ACP Off II-A and ACP Off II is controlled by ACP II GP, its general partner. ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may therefore be deemed to beneficially own securities of the Issuer owned directly or indirectly by Proppants.

Remarks:

Proppants has the right to appoint all of the directors of the Board of Directors of Hi-Crush GP LLC, the general partner of the Issuer. Therefore, each of Proppants, ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may be deemed a director by deputization.

	/s/ Robert E. Rasmus, Co-Chief Executive Officer of Hi-Crush Proppants LLC	08/15/2012
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC	08/15/2012
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP	08/15/2012
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP	08/15/2012
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP	08/15/2012
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter, LP	08/15/2012
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter (Offshore), LP	08/15/2012
	** 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 5 (b)(v).
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