X0206 3 2013-05-08 0 0001555177 Emerge Energy Services LP EMES 0001576953 INSIGHT EQUITY MANAGEMENT Co LLC C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 SOUTHLAKE TX 76092 0 0 1 0 0001576878 BENESKI TED W C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 SOUTHLAKE TX 76092 1 0 0 0 0001576814 VESCOVO VICTOR L C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 SOUTHLAKE TX 76092 1 0 0 0 Common Units (Limited Partner Interests) 10567981 D This Form 3 is filed jointly by Emerge Energy Services Holdings LLC ("Holdings"), Emerge Energy Services GP LLC (the "General Partner"), Superior Silica Resources LLC, the sole limited partner of the Issuer ("SSR"), and Insight Equity Management Company LLC ("Insight Equity") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-187487) (the "Registration Statement"). Insight Equity owns, through its affiliated funds, SSR and may be deemed to indirectly beneficially own the securities of the Issuer held by SSR but disclaims beneficial ownership except to the extent of its pecuniary interest therein. As of the effectiveness of the Registration Statement, SSR owns a 98% limited partnership interest in the Issuer. The board of directors and executive officers of the General Partner manage the Issuer. All of the members of the board of directors of the General Partner will be designated by Insight Equity. Ted W. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity, which owns a controlling interest in Holdings, 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, may be deemed to beneficially own the securities held by each of Insight Equity and the General Partner, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Insight Equity contributes certain assets to the Issuer and receives 10,567,981 common units, representing a 49.4% limited partner interest in Issuer (or 9,801,869 common units representing a 42.2% limited partner interest in the Issuer if the underwriters exercise their option to purchase additional common units in full). The Issuer also redeems for nominal consideration the current 98% limited partner interest in the Issuer held by SSR. 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. Each of Ted W. Beneski and Victor L. Vescovo are also directors of the General Partner. Ted W. Beneski Authorized Signatory Insight Equity Management Company LLC 2013-08-05 Ted W. Beneski 2013-08-05 Victor L. Vescovo 2013-08-05