Sec Form 4 Filing - Hi-Crush Proppants LLC @ Hi-Crush Partners LP - 2012-08-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hi-Crush Proppants LLC
2. Issuer Name and Ticker or Trading Symbol
Hi-Crush Partners LP [ HCLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
THREE RIVERWAY, SUITE 1550
3. Date of Earliest Transaction (MM/DD/YY)
08/21/2012
(Street)
HOUSTON, TX77056
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 08/21/2012 S 12,937,500 D $ 17 ( 1 ) 702,851 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hi-Crush Proppants LLC
THREE RIVERWAY
SUITE 1550
HOUSTON, TX77056
X
Avista Capital Partners II GP, LLC
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X
Avista Capital Partners II, L.P.
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X
Avista Capital Partners (Offshore) II, L.P.
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X
Avista Capital Partners (Offshore) II-A, LP
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X
ACP HIP Splitter, LP
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X
ACP HIP Splitter (Offshore), LP
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Mark C. Skolos, General Counsel of Hi-Crush Proppants LLC 08/22/2012
Signature of Reporting Person Date
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC 08/22/2012
Signature of Reporting Person Date
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP 08/22/2012
Signature of Reporting Person Date
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP 08/22/2012
Signature of Reporting Person Date
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP 08/22/2012
Signature of Reporting Person Date
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter, LP 08/22/2012
Signature of Reporting Person Date
/s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter (Offshore), LP 08/22/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 21, 2012, Hi-Crush Proppants LLC ("Proppants") sold 12,937,500 common units representing limited partner interests in Hi-Crush Partners LP to the public in connection with the initial public offering of the Issuer at a price of $17.00 per common unit.
( 2 )This Form 4 is being filed jointly by Proppants, Avista Capital Partners II, LP ("ACP II"), Avista Capital Partners (Offshore) II-A, LP ("ACP Off II-A"), Avista Capital Partners (Offshore) II, LP ("ACP Off II"), ACP HIP Splitter, LP ("HIP Splitter"), ACP HIP Splitter (Offshore), LP ("HIP Splitter Off") and Avista Capital Partners II GP, LLC ("ACP II GP"). ACP II, ACP Off II-A and ACP Off II own 58% of the membership interests of Proppants through HIP Splitter and HIP Splitter Off. Each of ACP II, ACP Off II-A and ACP Off II is controlled by ACP II GP, its general partner. ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may therefore be deemed to beneficially own securities of the Issuer owned directly or indirectly by Proppants.

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