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* INSIGHT EQUITY MANAGEMENT Co LLC (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 (Street) SOUTHLAKE TX 76092 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/08/2013	3. Issuer Name and Ticker or Trading Symbol Emerge Energy Services LP [ EMES ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/14/2013
			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 (Limited Partner Interests)	10,416,341(4)(5)	D(1)(2)(3)

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* INSIGHT EQUITY MANAGEMENT Co LLC (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 (Street) SOUTHLAKE TX 76092 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VESCOVO VICTOR L (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 (Street) SOUTHLAKE TX 76092 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below) SEE REMARKS

1. Name and Address of Reporting Person* BENESKI TED W (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 (Street) SOUTHLAKE TX 76092 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below) SEE REMARKS

Explanation of Responses:

1. This Form 3 is filed jointly by Insight Equity Management Company LLC ("Insight Equity"), Ted W. Beneski and Victor L. Vescovo in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 33-187487) (the "Registration Statement").

2. As of the effectiveness of the Registration Statement, Superior Silica Resources LLC ("SSR") owned 98% limited partnership interest in the Issuer. Insight Equity owns, through its affiliated funds, SSR and may be deemed to indirectly beneficially own the securities of the Issuer held by SSR but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The board of directors and executive officers of Emerge Energy Services GP LLC (the "General Partner") manage the Issuer. All members of the board of directors of the General Partner will be designated by Insight Equity.

3. Ted W. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity, which owns a controlling interest in Emerge Energy Services Holdings LLC, the entity which will own the General Partner upon consummation of this offering. Messrs. Beneski and Vescovo, by virtue of being controlling equity owners of Insight Equity, may be deemed to beneficially own the securities held by each of Insight Equity and the General Partner, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

4. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Insight Equity contributes certain assets to the Issuer and receives 10,416,341 common units representing a 44.9% limited partner interest in the Issuer. The Issuer also redeems for nominal consideration the current 98% limited partner interest in the Issuer held by SSR. The foregoing gives effect to the partial exercise by the underwriters of their option to acquire additional units.

5. In connection with the closing of the initial public offering of the Issuer, the General Partner will own approximately 1 general partner unit, representing its 0.0% general partner interest in the Issuer.

Remarks:

Each of Ted W. Beneski and Victor L. Vescovo are also directors of the General Partner.

	/s/ Ted W. Beneski Authorized Signatory of Insight Equity Management Company LLC	05/31/2013
	/s/ Ted W. Beneski	05/31/2013
	/s/ Victor L. Vescovo	05/31/2013
	** Signature of Reporting Person	Date
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