SEC FORM 3/A

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^*

BENESKI TED W

(Last)

(First)

(Middle)

C/O EMERGE ENERGY SERVICES LP

1400 CIVIC PLACE, SUITE 250

(Street)

SOUTHLAKE

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)	X	Other (specify below)
			SEE REMARKS

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2013

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	774,248⁽¹⁾⁽³⁾	D
COMMON UNITS	9,801,869⁽²⁾⁽³⁾	I	BY LLC⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-187487) (the "Registration Statement"), in connection with the closing of the initial public offering of the Issuer, the Reporting Person, through one or more affiliated entities, contributes certain assets to the Issuer and receives 774,248 common units, representing an approximate 3.3% limited partner interest in the Issuer. If the underwriter's over-allotment option is not exercised, up to an additional 1,125,000 common units will be issued to certain investors, including the Reporting Person, in an amount proportionate to their respective ownership percentage of common units.

2. Also as described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Insight Equity Management Company LLC ("Insight Equity") contributes certain assets to the Issuer and receives 9,801,869 common units, representing a 42.2% limited partner interest in Issuer. If the underwriter's over-allotment option is not exercised, up to an additional 766,112 common units (for an aggregate of 10,567,981 common units, or a 49.4% limited partner interest in the Issuer) will be issued to Insight Equity. See Remarks.

3. This Form 3 amendment is being filed to include the common units reported herein, which were not included on the Form 3 filed on May 14, 2013.

Remarks:

The Reporting Person is a Director of Emerge Energy Services GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. The Reporting Person is also a controlling equity owner of Insight Equity, which owns a controlling interest in Emerge Energy Services Holdings LLC, which will own the General Partner upon consummation of the Issuer's initial public offering. The Reporting Person disclaims beneficial ownership of any common units held by the General Partner or Insight Equity, except to the extent of his pecuniary interest therein.

	Ted W Beneski	05/16/2013
	** 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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