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* Rasmus Robert E. (Last) (First) (Middle) 1330 POST OAK BLVD SUITE 600 (Street) HOUSTON TX 77056 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Hi-Crush Inc. [ HCR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and Director
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 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 Stock	12/14/2019		M		45,237(1)	A	(2)	261,281	D
Common Stock								4,045,171	I	See Footnote-(3)
Common Stock								175,468	I	See Footnote(4)
Common Stock								500	I	See Footnote(5)

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
Restricted Stock Units	(2)	12/14/2019		M			45,237(1)	(2)	(2)	Common Stock	45,237	$0	270,239(6)	D

Explanation of Responses:

1. The reporting person is a participant in the Hi-Crush Inc.'s Long Term Incentive Plan (the "Plan") and received 90,476 time-based phantom units on December 14, 2017, under the Plan, which were subsequently converted to restricted stock units ("RSUs") on May 31, 2019. Fifty percent of such RSUs vested on December 14, 2019. Each RSU represents the right to receive, upon vesting, one share of common stock, along with tandem distribution equivalent rights.

2. RSUs convert into common stock on a one-for-one basis.

3. The shares of common stock are held 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 stock held by RER LLC.

4. The shares of common stock are held by RER Investments LLC. The reporting person is the sole member of RER Investments LLC. Includes shares previously owned directly by the reporting person which were distributed to RER Investments LLC and are now owned indirectly.

5. The shares of common stock 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 partner interests in the issuer, which subsequently converted from a partnership to a corporation. 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.

6. Includes all RSUs beneficially owned by the reporting person following this reported transaction, including previously reported RSUs with varying vesting terms, but excludes any performance share units ("PSUs") beneficially owned by the reporting person.

Remarks:

On May 31, 2019, Hi-Crush Partners LP converted from a Delaware limited partnership to a Delaware corporation named Hi-Crush Inc. As a result of such conversion, each common unit of Hi-Crush Partners LP was converted into one share of common stock of Hi-Crush Inc., and each outstanding time-based phantom unit award and each performance-based phantom unit award was converted into an award of RSUs and PSUs, respectively, on a one-to-one basis.

	/s/ Mark C. Skolos, as Attorney-In-Fact for Robert E. Rasmus	12/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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