Sec Form 4 Filing - SHEARER RICHARD J @ Emerge Energy Services LP - 2015-05-14

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 SHEARER RICHARD J 2. Issuer Name and Ticker or Trading Symbol Emerge Energy Services LP [ EMES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP, 180 STATE STREET, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2015 (Street) SOUTHLAKE, TX76092 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/14/2015 M 265,294 A 280,494 D COMMON UNITS 05/14/2015 S 27,350 D $ 36.1134 ( 2 ) 253,144 D

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 PHANTOM UNITS ( 1 ) 05/14/2015 M 265,294 ( 3 ) ( 4 ) COMMON UNITS 265,294 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHEARER RICHARD J C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX76092 X CHIEF EXECUTIVE OFFICER Signatures /s/ Richard J. Shearer 05/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each phantom unit is the economic equivalent of one common unit. The Reporting Person's phantom units were accompanied by tandem distribution equivalent rights ("DERs") which represent rights to receive an amount equal to all or a portion of the cash distributions made on units during the period a phantom unit remains outstanding. On May 15, 2015, 265,294 of the phantom units held by the Reporting Person vested. All of the sales reported in this Form 4 were effectuated to cover the withholding taxes incurred by the Reporting Person upon vesting of such phantom units. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.65 to $36.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )The phantom units vest in annual installments over a period of two years commencing on the grant date of May 13, 2013, subject to continued employment. ( 4 )The phantom units and DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.

Remarks: The Reporting Person is a director and the Chief Executive Officer 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.

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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