X0306 4 2017-05-05 0 0001549848 Hi-Crush Partners LP HCLP 0001555130 Rasmus Robert E. THREE RIVERWAY, SUITE 1350 HOUSTON TX 77056 1 1 0 0 CEO and Director Common Units representing limited partner interests 2017-05-05 4 J 0 2639250 0.00 A 2639250 I See Footnote Common Units representing limited partner interests 48189 D Common Units representing limited partner interests 30000 I See Footnote Common Units representing limited partner interests 500 I See Footnote On May 5, 2017, Hi-Crush Proppants LLC ("Proppants") distributed 2,639,250 common units representing limited partner interests (the "Common Units") to the Reporting Person. The Common Units reported hereby were transferred to the Reporting Person in connection with an in-kind distribution (the "Distribution") by Proppants to its members. The Common Units distributed to the Reporting Person in the Distribution are owned by RER Legacy Investments LLC ("RER LLC"). The Reporting Person is a member of RER LLC and may be deemed the beneficial owner of the Common Units held by RER LLC. The Common Units were purchased by RER Investments LLC. The Reporting Person is the sole member of RER Investments LLC. The Common Units included in this report were purchased by the Reporting Person's son for his own account in a Directed Unit Program in connection with the initial public offering of common units representing limited partners interests in the Issuer. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose. /s/ Mark C. Skolos, as Attorney-in-Fact for Robert E. Rasmus 2017-05-09