Sec Form 4 Filing - Rasmus Robert E. @ Hi-Crush Inc. - 2020-01-29

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 Rasmus Robert E. 2. Issuer Name and Ticker or Trading Symbol Hi-Crush Inc. [ HCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Director (Last) (First) (Middle) 1330 POST OAK BLVD, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2020 (Street) HOUSTON, TX77056 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 Stock 01/29/2020 M 52,286 ( 1 ) A 313,567 D Common Stock 4,045,171 I See Footnote- ( 3 ) Common Stock 175,468 I See Footnote ( 4 ) Common Stock 500 I See Footnote ( 5 )

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 Performance Share Units ( 2 ) 01/29/2020 M 52,286 ( 1 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 52,286 $ 0 225,000 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rasmus Robert E. 1330 POST OAK BLVD SUITE 600 HOUSTON, TX77056 X CEO and Director Signatures /s/ Mark C. Skolos, as Attorney-In-Fact for Robert E. Rasmus 02/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is a participant in Hi-Crush Inc.'s Long Term Incentive Plan (the "Plan") and received 85,714 performance-based phantom units on December 14, 2017, under the Plan, which were subsequently converted to performance share units ("PSUs") on May 31, 2019. The PSUs vested based on the Company's performance compared to the performance of entities in a designated peer group for the three-year vesting period ending December 31, 2019. Sixty-one percent of such PSU's vested and settled on January 29, 2020 and the remaining thirty-nine percent of such PSU's expired on that date. Each PSU represents the right to receive, upon vesting, one share of common stock, along with tandem distribution equivalent rights. ( 2 )PSUs convert into common stock on a one-for-one basis. ( 3 )The shares of common stock are held by RER Legacy Investments LLC ("RER LLC"). The reporting person is a member of RER LLC and may be deemed the beneficial owner of the common stock held by RER LLC. ( 4 )The shares of common stock are held by RER Investments LLC. The reporting person is the sole member of RER Investments LLC. Includes shares previously owned directly by the reporting person which were distributed to RER Investments LLC and are now owned indirectly. ( 5 )The shares of common stock included in this report were purchased by the reporting person's son for his own account in a Directed Unit Program in connection with the initial public offering of common units representing limited partner interests in the issuer, which subsequently converted from a partnership to a corporation. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose. ( 6 )Includes all PSUs beneficially owned by the reporting person following this reported transaction, including previously reported PSUs with varying vesting terms, but excludes any restricted share units ("RSUs") beneficially owned by the reporting person.

Remarks: On May 31, 2019, Hi-Crush Partners LP converted from a Delaware limited partnership to a Delaware corporation named Hi-Crush Inc. As a result of such conversion, each common unit of Hi-Crush PartnersLP was converted into one share of common stock of Hi-Crush Inc., and each outstanding time-based phantom unit award and each performance-based phantom unit award was converted into an award of RSUsand PSUs, respectively, on a one-to-one basis.

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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