Sec Form 4 Filing - Hi-Crush Proppants LLC @ Hi-Crush Partners LP - 2013-11-27

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) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) THREE RIVERWAY, SUITE 1550 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2013 (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 11/27/2013 S 702,851 ( 1 ) D $ 30.48 ( 2 ) 0 D ( 3 ) Subordinated units representing limited partner interests 13,640,351 D ( 3 )

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 Director by Deputization 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 12/02/2013 Signature of Reporting Person Date /s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC 12/02/2013 Signature of Reporting Person Date /s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP 12/02/2013 Signature of Reporting Person Date /s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP 12/02/2013 Signature of Reporting Person Date /s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP 12/02/2013 Signature of Reporting Person Date /s/ 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 12/02/2013 Signature of Reporting Person Date /s/ 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 12/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Common Units representing limited partner interests were sold by the reporting person in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on November 22, 2013. ( 2 )Represents public offering price of $31.15 per Common Unit representing limited partner interests less the underwriters discount of $0.67 per Common Unit. ( 3 )This Form 4 is being filed jointly by Hi-Crush Proppants LLC, 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 Partnership owned directly or indirectly by Proppants.

Remarks: Proppants has the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, each of Proppants, ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may be deemed a director by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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