X0306 4 2013-05-22 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 2013-05-22 4 J 0 24520 0 A 818768 D COMMON UNITS 10416341 I BY LLC COMMON UNITS 20000 I BY TRUST #1 COMMON UNITS 20000 I BY TRUST #2 Represents additional common units held by the Reporting Person after giving effect to the partial exercise by the underwriters of their option to acquire additional units. 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 owns the General Partner. 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 2013-05-31