Sec Form 4 Filing - Hi-Crush Proppants LLC @ Hi-Crush Partners LP - 2015-08-17

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) 08/17/2015 (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 08/17/2015 C 13,640,351 A $ 0 ( 1 ) 13,640,351 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 Subordinated units representing limited partner interests ( 2 ) 08/17/2015 C 13,640,351 ( 3 ) ( 3 ) Common Units repres enting limited partner interests 13,640,351 $ 0 ( 1 ) 0 D ( 2 )

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 08/19/2015 Signature of Reporting Person Date /s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC 08/19/2015 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 08/19/2015 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 08/19/2015 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 08/19/2015 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 08/19/2015 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 08/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 13,640,351 Subordinated Units (the "Subordinated Units")representing limited partner interests in Hi-Crush Partners LP (the "Partnership") were obtained from the Partnership as consideration for assets and liabilities that the Reporting Person contributed to the capital of the Partnership in connection with the Partnership's initial public offering in August 2012. The Subordinated Units converted into common units representing limited partner interests in the Partnership (the "Common Units") on a one-for-one basis for no additional consideration on August 17, 2015 upon the satisfaction of certain conditions in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated January 31, 2013 (the "Partnership Agreement"). ( 2 )This Form 4 is being filed jointly by Hi-Crush Proppants LLC ("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. ( 3 )All 13,640,351 Subordinated Units converted into Common Units effective August 17, 2015 for no additional consideration upon the expiration of the subordination period, as detailed in the Partnership Agreement. There was no expiration date associated with the Subordinated Units.

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 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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