X0306 4 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 2013-05-14 4 P 0 20000 17.00 A 794248 D COMMON UNITS 2013-05-14 4 P 0 20000 17.00 A 20000 I BY TRUST #1 COMMON UNITS 2013-05-14 4 P 0 20000 17.00 A 20000 I BY TRUST #2 COMMON UNITS 9801869 I BY LLC Held by Insight Equity Management Company LLC ("Insight Equity"). See remarks. 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. /s/ Ted W. Beneski 2013-05-16