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) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2014
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 08/15/2014 C 3,750,000 (1) A $0.00 (1) 3,750,000 D (2)
Common units representing limited partner interests 08/15/2014 S 3,750,000 (3) D $60.61 (4) 0 D (2)
Subordinated units representing limited partner interests 13,640,351 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
Class B Units $0.00 (1) 08/15/2014 C 3,750,000 (1) (1) Common units representing limited partner interests 3,750,000 $0.00 (1) 0 D
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. The 3,750,000 Class B Units (the "Class B Units") converted into common units representing limited partner interests in Hi-Crush Partners LP (the "Partnership") on a one-for-one basis on August 15, 2014, upon the satisfaction of certain conditions in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated January 31, 2013, and then were immediately sold as described in note (3) below. The Class B Units had no expiration date.
2. This Form 4 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"). 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 Partnership owned directly or indirectly by Proppants.
3. These common units representing limited partner interests were sold by the reporting person in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on August 12, 2014.
4. Represents public offering price of $62.91 per common unit representing limited partner interest less the underwriting discounts and commissions of $2.30 per common unit representing limited partner interest.
Remarks:
Proppants has the right to appoint all of the directors of the Board of Directors of the General Partner. 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/ Mark C. Skolos, General Counsel of Hi-Crush Proppants LLC 08/18/2014
/s/ Ben Silbert, General Counsel of Avista Capital Patners II GP, LLC 08/18/2014
/s/ Ben Silbert, General Counsel of Avista Captial Partners II GP, LLC, as general partner of Avista Capital Partners II, LP 08/18/2014
/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP 08/18/2014
/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP 08/18/2014
/s/ Ben Silbert, General Counsel of Avista Captial Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter, LP 08/18/2014
/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 08/18/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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