SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

EMERGE ENERGY SERVICES LP

(Name of Issuer)

COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS

(Title of Class of Securities)

29102H 108

(CUSIP Number)

DECEMBER 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

EXPLANATORY NOTE:  This Amendment No. 1 (“Amendment”)  is being filed to correct a clerical error in the number of securities reported as beneficially owned by the Reporting Persons in the original Schedule 13G filed with the Securities and Exchange Commission on February 14, 2014 (the “Initial Filing”). The Amendment amends and restates the Initial Filing in its entirety and reflects the correct beneficial ownership of each of Messrs. Beneski and Vescovo as of December 31, 2013.

 

2


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Insight Equity Management Company LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
10,416,341

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,416,341

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,416,341

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
44.9%

 

 

12

Type of Reporting Person (See Instructions)
IA, OO (limited liability company)

 

3


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Insight Equity I GP LP

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
10,416,341

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,416,341

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,416,341

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
44.9%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Insight Equity I LP

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
10,416,341

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,416,341

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,416,341

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
44.9%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Ted W. Beneski

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
858,768 (1)

 

6

Shared Voting Power
10,416,341(1)

 

7

Sole Dispositive Power
858,768 (1)

 

8

Shared Dispositive Power
10,416,341(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,275,109 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
48.6%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

(1)              Represents (a) 818,768 common units representing limited partner interests (“Common Units”) held directly by Mr. Beneski, (b) 40,000 Common Units held by family trusts of which Mr. Beneski is the sole trustee and which Mr. Beneski may be deemed to indirectly beneficially own and (c) 10,416,341 Common Units held directly by Insight Equity I LP (together with related investment vehicles, “Insight Fund I”) and indirectly beneficially owned by each of Insight Equity Management Company LLC (“Insight Equity”) and Insight Equity I GP LP (“Insight GP”). Mr. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity and Insight GP and as such may be deemed to indirectly beneficially own the securities held by Insight Fund I.

 

6


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Victor L. Vescovo

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
129,752(1)

 

6

Shared Voting Power
10,416,341(1)

 

7

Sole Dispositive Power
129,752(1)

 

8

Shared Dispositive Power
10,416,341(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,546,093(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
45.4%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

(1)   Represents 129,752 common units representing limited partner interests (“Common Units”) held directly by Mr. Vescovo and 10,416,341 Common Units held directly by Insight Equity I LP (together with related investment vehicles, “Insight Fund I”) and indirectly beneficially owned by each of Insight Equity Management Company LLC (“Insight Equity”) and Insight Equity I GP LP (“Insight GP”). Mr. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity and Insight GP and as such may be deemed to indirectly beneficially own the securities held by Insight Fund I.

 

7


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

Item 1(a).

Name of Issuer:
Emerge Energy Services LP

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1400 CIVIC PLACE, SUITE 250
SOUTHLAKE, TEXAS 76092

 

Item 2(a).

Name of Person(s) Filing:

 

Insight Equity Management Company LLC

(“Insight Equity”)

 

Insight Equity GP I, LP

(“Insight GP”)

 

Insight Equity I LP

(“Insight Fund I”)

 

Ted W. Beneski

(“Mr. Beneski”)

 

Victor L. Vescovo

(“Mr. Vescovo”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Principal business office for Insight Equity, Insight GP, Insight Fund I and each of Messrs. Beneski and Vescovo:

1400 CIVIC PLACE, SUITE 250
SOUTHLAKE, TEXAS 76092

Item 2(c).

Citizenship or Place of Organization:

 

Insight Equity Management Company LLC

Delaware

 

Insight Equity GP I, LP

Delaware

 

Insight Equity I LP

Delaware

 

Ted W. Beneski

United States

 

Victor L. Vescovo

United States

Item 2(d).

Title of Class of Securities:
Common units representing limited partner interests

Item 2(e).

CUSIP Number:
29102H 108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

8


 

CUSIP No.: 29102H 108

SCHEDULE 13G

 

 

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 

Insight Equity,
Insight GP,
Insight Fund I

 

Mr. Beneski

 

Mr. Vescovo

 

(a)         Amount beneficially owned:

 

10,416,341

(1),(2)

11,275,109

(2),(4)

10,546,093

(2),(5)

(b)         Percent of class:

 

44.9

%(3)

48.6

%(3)

45.4

%(3)

(c)          Number of shares as to which such person has:

 

 

 

 

 

 

 

(i) Sole power to vote or to direct the vote:

 

 

 

858,768

 

129,752

 

(ii) Shared power to vote or to direct the vote:

 

10,416,341

(1),(2)

10,416,341

(2)

10,416,341

(2)

(iii) Sole power to dispose or to direct the disposition of:

 

 

 

858,768

 

129,752

 

(iv) Shared power to dispose or to direct the disposition of:

 

10,416,341

(1),(2)

10,416,341

(2)

10,416,341

(2)

 

(1)           Represents the common units representing limited partner interests (“Common Units”) held by Insight Equity I LP, a Delaware limited partnership, and related investment vehicles (collectively, “Insight Fund I”).  Insight Equity, as the investment manager to Insight Fund I, and Insight GP, as the general partner of Insight Fund I, have the shared power to vote and dispose of the Common Units held by Insight Fund I.

(2)           Messrs. Beneski and Vescovo are the controlling equity owners of Insight Equity and Insight GP. Messrs. Beneski and Vescovo, by virtue of being controlling equity owners of Insight Equity, may be deemed to indirectly beneficially own the securities held by Insight Fund I.

(3)         Based upon 23,219,680 Common Units outstanding as of November 14, 2013, as reported in the Issuer’s most recent Form 10-Q filed on the same date.

(4)         Represents (a) 818,768 Common Units held directly by Mr. Beneski, (b) 40,000 Common Units held by family trusts of which Mr. Beneski is the sole trustee and which Mr. Beneski may be deemed to indirectly beneficially own and (c) 10,416,341 Common Units held by Insight Fund I.

(5)         Represents 129,752 Common Units held directly by Mr. Vescovo and 10,416,341 Common Units held by Insight Fund I.

 

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

9


 

Item 10.

Certification:

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 21, 2014

 

 

 

Insight Equity Management Company LLC

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Ted W. Beneski

 

 

Authorized Signatory

 

 

 

 

 

Insight Equity I GP, LP

 

a Delaware limited partnership

 

By:

Insight Equity Holdings I LLC, its general partner

 

 

 

By:

/s/ Ted W. Beneski

 

 

Authorized Signatory

 

 

 

Insight Equity I LP

 

a Delaware limited partnership

 

By:

Insight Equity GP I LP, its general partner

 

By:

Insight Equity Holdings I LLC, its general partner

 

 

 

 

By:

/s/ Ted W. Beneski

 

 

Authorized Signatory

 

 

 

 

 

Ted W. Beneski

 

 

 

 

 

By:

/s/ Ted W. Beneski

 

 

Ted W. Beneski

 

 

 

 

 

Victor L. Vescovo

 

 

 

 

 

By:

/s/ Victor L. Vescovo

 

 

Victor L. Vescovo

 

10


 

JOINT FILING AGREEMENT

 

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.

 

IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of February 14, 2014.

 

Dated: March 21, 2014

 

 

 

Insight Equity Management Company LLC

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Ted W. Beneski

 

 

Authorized Signatory

 

 

 

 

 

Insight Equity I GP, LP

 

a Delaware limited partnership

 

By:

Insight Equity Holdings I LLC, its general partner

 

 

 

By:

/s/ Ted W. Beneski

 

 

Authorized Signatory

 

 

 

 

 

Insight Equity I LP

 

a Delaware limited partnership

 

By:

Insight Equity GP I LP, its general partner

 

By:

Insight Equity Holdings I LLC, its general partner

 

 

 

 

By:

/s/ Ted W. Beneski

 

 

Authorized Signatory

 

 

 

 

 

Ted W. Beneski

 

 

 

 

 

By:

/s/ Ted W. Beneski

 

 

Ted W. Beneski

 

 

 

 

 

Victor L. Vescovo

 

 

 

 

 

By:

/s/ Victor L. Vescovo

 

 

Victor L. Vescovo

 

11