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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

6/25/2014
(Street)

SOUTHLAKE, TX 76092
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)   6/25/2014     S (3)    2798165   (1) (2) (3) D $105.24   (4) 6598964   I   (1) (2) BY SSR  
COMMON UNITS (LIMITED PARTNER INTERESTS)   6/25/2014     S (3)    303489   (1) (2) (3) D $105.24   (4) 715723   I   (1) (2) BY AEC  
COMMON UNITS (LIMITED PARTNER INTERESTS)   7/23/2014     S (5)    131842   (1) (2) (5) D $105.24   (4) 6467122   I   (1) (2) BY SSR  
COMMON UNITS (LIMITED PARTNER INTERESTS)   7/23/2014     S (5)    14300   (1) (2) (5) D $105.24   (4) 701423   I   (1) (2) BY AEC  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

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.

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, TX 76092 		X X
See Remarks
BENESKI TED W
C/O EMERGE ENERGY SERVICES LP
180 STATE STREET, SUITE 225
SOUTHLAKE, TX 76092 		X X
See Remarks
VESCOVO VICTOR L
C/O EMERGE ENERGY SERVICES LP
180 STATE STREET, SUITE 225
SOUTHLAKE, TX 76092 		X X
See Remarks
SUPERIOR SILICA RESOURCES LLC
C/O EMERGE ENERGY SERVICES LP
180 STATE STREET, SUITE 225
SOUTHLAKE, TX 76092 		X X
See Remarks
Insight Equity GP I LP
C/O EMERGE ENERGY SERVICES LP
180 STATE STREET, SUITE 225
SOUTHLAKE, TX 76092 		X X
See Remarks

Signatures
/s/ Insight Equity Management Company LLC 7/25/2014
** Signature of Reporting Person Date

/s/ Ted W. Beneski 7/25/2014
** Signature of Reporting Person Date

/s/ Victor L. Vescovo 7/25/2014
** Signature of Reporting Person Date

/s/ Superior Silica Resources LLC 7/25/2014
** Signature of Reporting Person Date

/s/ Insight Equity GP I LP 7/25/2014
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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