Sec Form 4 Filing - INSIGHT EQUITY MANAGEMENT Co LLC @ Emerge Energy Services LP - 2014-06-25

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 INSIGHT EQUITY MANAGEMENT Co LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O EMERGE ENERGY SERVICES LP, 180 STATE STREET, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2014 (Street) SOUTHLAKE, TX76092 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 (LIMITED PARTNER INTERESTS) 06/25/2014 S( 3 ) 2,798,165 ( 1 ) ( 2 ) ( 3 ) D $ 105.24 ( 4 ) 6,598,964 I ( 1 ) ( 2 ) BY SSR COMMON UNITS (LIMITED PARTNER INTERESTS) 06/25/2014 S( 3 ) 303,489 ( 1 ) ( 2 ) ( 3 ) D $ 105.24 ( 4 ) 715,723 I ( 1 ) ( 2 ) BY AEC COMMON UNITS (LIMITED PARTNER INTERESTS) 07/23/2014 S( 5 ) 131,842 ( 1 ) ( 2 ) ( 5 ) D $ 105.24 ( 4 ) 6,467,122 I ( 1 ) ( 2 ) BY SSR COMMON UNITS (LIMITED PARTNER INTERESTS) 07/23/2014 S( 5 ) 14,300 ( 1 ) ( 2 ) ( 5 ) D $ 105.24 ( 4 ) 701,423 I ( 1 ) ( 2 ) BY AEC

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 INSIGHT EQUITY MANAGEMENT Co LLC C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX76092 X X See Remarks BENESKI TED W C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX76092 X X See Remarks VESCOVO VICTOR L C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX76092 X X See Remarks SUPERIOR SILICA RESOURCES LLC C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX76092 X X See Remarks Insight Equity GP I LP C/O EMERGE ENERGY SERVICES LP 180 STATE STREET, SUITE 225 SOUTHLAKE, TX76092 X X See Remarks Signatures /s/ Insight Equity Management Company LLC 07/25/2014 Signature of Reporting Person Date /s/ Ted W. Beneski 07/25/2014 Signature of Reporting Person Date /s/ Victor L. Vescovo 07/25/2014 Signature of Reporting Person Date /s/ Superior Silica Resources LLC 07/25/2014 Signature of Reporting Person Date /s/ Insight Equity GP I LP 07/25/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Superior Silica Resources LLC ("SSR"), as direct holder of the Common Units sold, and by Insight Equity Management Company LLC ("Insight Equity"), Insight Equity GP I LP ("GP"), Ted W. Beneski and Victor L. Vescovo, as controlling persons with respect to SSR and AEC Resources LLC ("AEC"). Insight Equity is the investment manager to GP and GP is the general partner of Insight Equity 1 LP ("Fund 1"). SSR and AEC are each indirect subsidiaries of Fund 1. As such Insight Equity and GP have the shared power to vote and dispose of the Common Units held by SSR and AEC, and as such, may be deemed to indirectly beneficially own the securities held by SSR and AEC. Messrs. ( 2 )Beneski and Vescovo are the controlling equity owners of Insight Equity and GP, and as such, may be deemed to indirectly beneficially own the securities held by SSR and AEC, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. Does not give effect to the sale by Mr. Beneski in the secondary offering, which is reported separately on a Form 4 filed by Mr. Beneski. ( 3 )Common Units sold to the underwriters in connection with a secondary offering per the Issuer's Registration Statement on Form S-3ASR (Registration No. 333-196465). ( 4 )Represents sales price to underwriters, net of commissions and discounts. ( 5 )Common units were sold to underwriters upon the partial exercise of their overallotment option in connection with a secondary offering per the Issuer's Registration Statement on Form S-3ASR (Registration No. 333-196465).

Remarks: Each of Ted W. Beneski and Victor L. Vescovo are also directors of the general partner of the Issuer.

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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