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
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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*
Hi-Crush Proppants LLC

(Last) (First) (Middle)
THREE RIVERWAY
SUITE 1550

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hi-Crush Partners LP [ HCLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2012
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 Units representing limited partner interests 08/21/2012 S 12,937,500 D $17 (1) 702,851 D (2)
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*
Hi-Crush Proppants LLC

(Last) (First) (Middle)
THREE RIVERWAY
SUITE 1550

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
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)
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)
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)
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)
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)
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)
Explanation of Responses:
1. On August 21, 2012, Hi-Crush Proppants LLC ("Proppants") sold 12,937,500 common units representing limited partner interests in Hi-Crush Partners LP to the public in connection with the initial public offering of the Issuer at a price of $17.00 per common unit.
2. This Form 4 is being filed jointly by 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"). 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.
/s/ Mark C. Skolos, General Counsel of Hi-Crush Proppants LLC 08/22/2012
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC 08/22/2012
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP 08/22/2012
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP 08/22/2012
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP 08/22/2012
/s/ Mark C. Skolos, as Attorney-In-Fact for 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 08/22/2012
/s/ Mark C. Skolos, as Attorney-In-Fact for 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 08/22/2012
** Signature of Reporting Person Date
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