X0206 3/A 2013-05-08 2013-05-14 0 0001555177 Emerge Energy Services LP EMES 0001576878 BENESKI TED W C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 SOUTHLAKE TX 76092 1 0 1 1 SEE REMARKS COMMON UNITS 774248 D COMMON UNITS 9801869 I BY LLC 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. 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. 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. 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 2013-05-16