SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Hi-Crush Proppants LLC (Last) (First) (Middle) THREE RIVERWAY SUITE 1350 (Street) HOUSTON TX 77056 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/31/2016		J(1)(2)		7,053,292(1)(2)	A	$0(1)(2)	20,693,643(1)(2)	D(1)(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Hi-Crush Proppants LLC (Last) (First) (Middle) THREE RIVERWAY SUITE 1350 (Street) HOUSTON TX 77056 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Avista Capital Partners II GP, LLC (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avista Capital Partners II, L.P. (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avista Capital Partners (Offshore) II, L.P. (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avista Capital Partners (Offshore) II-A, LP (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACP HIP Splitter, LP (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACP HIP Splitter (Offshore), LP (Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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 Hi-Crush Partners LP (the "Issuer") owned directly or indirectly by Proppants.

2. On August 31, 2016, the Issuer entered into and consummated the transactions (the "Acquisition") contemplated by a Contribution Agreement (the "Contribution Agreement"), dated August 9, 2016, between the Issuer and Proppants. Pursuant to the Contribution Agreement, Proppants contributed to the Issuer all of the issued and outstanding limited liability company interests in Hi-Crush Blair LLC, which owns 1,285-acres of Northern White reserves, with a plant processing capacity of approximately 2.86 million tons of 20/100 frac sand per year, in exchange for (i) cash consideration of $75 million, (ii) 7,053,292 common units representing limited partnership interests in the Issuer and (iii) up to $10 million of contingent earnout consideration.

Remarks:

Proppants has the right to appoint all of the directors of the Board of Directors of the General Partner of the Issuer, Hi-Crush GP LLC. 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.

	/s/ Mark C. Skolos, General Counsel of Hi-Crush Proppants LLC	09/08/2016
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC	09/08/2016
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP	09/08/2016
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP	09/08/2016
	/s/ Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP	09/08/2016
	/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	09/08/2016
	/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	09/08/2016
	** Signature of Reporting Person	Date
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