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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* INSIGHT EQUITY MANAGEMENT Co LLC (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 (Street) SOUTHLAKE TX 76092 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 06/25/2014
	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 (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

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* INSIGHT EQUITY MANAGEMENT Co LLC (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 (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 180 STATE STREET, SUITE 225 (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* VESCOVO VICTOR L (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 (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* SUPERIOR SILICA RESOURCES LLC (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 (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* Insight Equity GP I LP (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 (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 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.

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