Statement of Changes in Beneficial Ownership (4)

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
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 ^* Rasmus Robert E.	2. Issuer Name and Ticker or Trading Symbol Hi-Crush Inc. [ HCR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Director
(Last) (First) (Middle) 1330 POST OAK BLVD, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2019
(Street) HOUSTON, TX 77056 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2019		M		45237 ⁽¹⁾	A	⁽²⁾	261281	D
Common Stock								4045171	I	See Footnote- ⁽³⁾
Common Stock								175468	I	See Footnote ⁽⁴⁾
Common Stock								500	I	See Footnote ⁽⁵⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	12/14/2019		M			45237 ⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	45237.0	$0	270239 ⁽⁶⁾	D

Explanation of Responses:
(1)	The reporting person is a participant in the Hi-Crush Inc.'s Long Term Incentive Plan (the "Plan") and received 90,476 time-based phantom units on December 14, 2017, under the Plan, which were subsequently converted to restricted stock units ("RSUs") on May 31, 2019. Fifty percent of such RSUs vested on December 14, 2019. Each RSU represents the right to receive, upon vesting, one share of common stock, along with tandem distribution equivalent rights.
(2)	RSUs convert into common stock on a one-for-one basis.
(3)	The shares of common stock are held by RER Legacy Investments LLC ("RER LLC"). The reporting person is a member of RER LLC and may be deemed the beneficial owner of the common stock held by RER LLC.
(4)	The shares of common stock are held by RER Investments LLC. The reporting person is the sole member of RER Investments LLC. Includes shares previously owned directly by the reporting person which were distributed to RER Investments LLC and are now owned indirectly.
(5)	The shares of common stock included in this report were purchased by the reporting person's son for his own account in a Directed Unit Program in connection with the initial public offering of common units representing limited partner interests in the issuer, which subsequently converted from a partnership to a corporation. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
(6)	Includes all RSUs beneficially owned by the reporting person following this reported transaction, including previously reported RSUs with varying vesting terms, but excludes any performance share units ("PSUs") beneficially owned by the reporting person.

Remarks:
On May 31, 2019, Hi-Crush Partners LP converted from a Delaware limited partnership to a Delaware corporation named Hi-Crush Inc. As a result of such conversion, each common unit of Hi-Crush Partners
LP was converted into one share of common stock of Hi-Crush Inc., and each outstanding time-based phantom unit award and each performance-based phantom unit award was converted into an award of RSUs
and PSUs, respectively, on a one-to-one basis.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rasmus Robert E. 1330 POST OAK BLVD SUITE 600 HOUSTON, TX 77056	X		CEO and Director