Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  INSIGHT EQUITY MANAGEMENT Co LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2013		 3. Issuer Name and Ticker or Trading Symbol
Emerge Energy Services LP [EMES]
(Last)
(First)
(Middle)
C/O EMERGE ENERGY SERVICES LP, 1400 CIVIC PLACE, SUITE 250		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
05/14/2013
(Street)

SOUTHLAKE, TX 76092		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units (Limited Partner Interests) 10,416,341 (4) (5)
D (1) (2) (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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
1400 CIVIC PLACE, SUITE 250
SOUTHLAKE, TX 76092		   X   X    
VESCOVO VICTOR L
C/O EMERGE ENERGY SERVICES LP
1400 CIVIC PLACE, SUITE 250
SOUTHLAKE, TX 76092		   X   X   SEE REMARKS
BENESKI TED W
C/O EMERGE ENERGY SERVICES LP
1400 CIVIC PLACE, SUITE 250
SOUTHLAKE, TX 76092		   X   X   SEE REMARKS

Signatures

/s/ Ted W. Beneski Authorized Signatory of Insight Equity Management Company LLC 05/31/2013
**Signature of Reporting Person Date
/s/ Ted W. Beneski 05/31/2013
**Signature of Reporting Person Date
/s/ Victor L. Vescovo 05/31/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This Form 3 is filed jointly by Insight Equity Management Company LLC ("Insight Equity"), Ted W. Beneski and Victor L. Vescovo in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 33-187487) (the "Registration Statement").
(2) As of the effectiveness of the Registration Statement, Superior Silica Resources LLC ("SSR") owned 98% limited partnership interest in the Issuer. Insight Equity owns, through its affiliated funds, SSR and may be deemed to indirectly beneficially own the securities of the Issuer held by SSR but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The board of directors and executive officers of Emerge Energy Services GP LLC (the "General Partner") manage the Issuer. All members of the board of directors of the General Partner will be designated by Insight Equity.
(3) Ted W. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity, which owns a controlling interest in Emerge Energy Services Holdings LLC, the entity which will own the General Partner upon consummation of this offering. Messrs. Beneski and Vescovo, by virtue of being controlling equity owners of Insight Equity, may be deemed to beneficially own the securities held by each of Insight Equity and the General Partner, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(4) As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Insight Equity contributes certain assets to the Issuer and receives 10,416,341 common units representing a 44.9% limited partner interest in the Issuer. The Issuer also redeems for nominal consideration the current 98% limited partner interest in the Issuer held by SSR. The foregoing gives effect to the partial exercise by the underwriters of their option to acquire additional units.
(5) In connection with the closing of the initial public offering of the Issuer, the General Partner will own approximately 1 general partner unit, representing its 0.0% general partner interest in the Issuer.
 
Remarks:
Each of Ted W. Beneski and Victor L. Vescovo are also directors of the General Partner.

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