X0306 4 2014-06-25 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 0 See Remarks COMMON UNITS 2014-06-25 4 S 0 243903 105.24 D 550345 D COMMON UNITS 7314687 I BY LLC COMMON UNITS 2014-06-25 4 S 0 5958 105.24 D 14042 I BY TRUST #1 COMMON UNITS 2014-06-25 4 S 0 5958 105.24 D 14042 I BY TRUST #2 Common units were sold to underwriters in connection with a secondary offering per the Issuer's Registration Statement on Form S-3ASR (Registration No. 333-196465). Represents sales price to underwriters, net of commissions and discounts. 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 2014-06-27