X0206 3/A 2013-05-08 2013-05-14 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 1 0 1 0 0001576814 VESCOVO VICTOR L C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 SOUTHLAKE TX 76092 1 0 1 0 SEE REMARKS 0001576878 BENESKI TED W C/O EMERGE ENERGY SERVICES LP 1400 CIVIC PLACE, SUITE 250 SOUTHLAKE TX 76092 1 0 1 0 SEE REMARKS Common Units (Limited Partner Interests) 10416341 D This Form 3 is filed jointly by Insight Equity Management Company LLC ("Insight Equity"), Ted W. Beneski and Victor L. Vescovo in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 33-187487) (the "Registration Statement"). As of the effectiveness of the Registration Statement, Superior Silica Resources LLC ("SSR") owned 98% limited partnership interest in the Issuer. 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. The board of directors and executive officers of Emerge Energy Services GP LLC (the "General Partner") manage the Issuer. All 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 Emerge Energy Services Holdings LLC, 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 10,416,341 common units representing a 44.9% limited partner interest in the Issuer. The Issuer also redeems for nominal consideration the current 98% limited partner interest in the Issuer held by SSR. The foregoing gives effect to the partial exercise by the underwriters of their option to acquire additional units. 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. /s/ Ted W. Beneski Authorized Signatory of Insight Equity Management Company LLC 2013-05-31 /s/ Ted W. Beneski 2013-05-31 /s/ Victor L. Vescovo 2013-05-31