| 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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 05/14/2013 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | 9,397,129(4)(5) | I(1)(2)(3) | BY SSR |
| Common Units (Limited Partner Interests) | 1,019,212(4)(5) | I(1)(2)(3) | BY AEC |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Superior Silica Resources LLC ("SSR"), as direct holders of the Common Units, 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"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-187487) (the "Registration Statement"). 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. |
| 2. As of the effectiveness of the Registration Statement, SSR owned 98% limited partnership interest in the Issuer. 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 Fund I and its other affiliated funds, which together own 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 and GP, may be deemed to beneficially own the securities held by each of SSR and AEC, 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, SSR and AEC contribute certain assets to the Issuer and receive 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 | 06/27/2014 | |
| /s/ Ted W. Beneski Superior Silica Resources LLC | 06/27/2014 | |
| /s/ Ted W. Beneski Insight Equity GP I LP | 06/27/2014 | |
| /s/ Ted W. Beneski | 06/27/2014 | |
| /s/ Victor L. Vescovo | 06/27/2014 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||