Edgar Filing: Hi-Crush Partners LP

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rasmus Robert E.

2. Issuer Name and Ticker or Trading Symbol
Hi-Crush Partners LP [HCLP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Co-CEO and Director

(Last)

(First)

(Middle)

THREE RIVERWAY, SUITE 1350

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015

(Street)

HOUSTON, TX 77056

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Purchase Rights for Units

$ 5.14

12/14/2015

20,000 ⁽¹⁾ ⁽²⁾

02/28/2017

02/28/2017⁽³⁾

Common Units

20,000 ⁽¹⁾ ⁽²⁾

$ 0

20,000 ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rasmus Robert E. THREE RIVERWAY SUITE 1350 HOUSTON, TX 77056	X		Co-CEO and Director

Signatures

/s/ Mark C. Skolos, as Attorney-In-Fact for Robert E. Rasmus		12/16/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person is a participant in the Hi-Crush Partners LP Long-Term Incentive Plan (the "Plan") and has elected to participate in the Hi-Crush Partners LP Unit Purchase Program (the "UPP") adopted under the Plan. On December 14, 2015, the reporting person was granted the right to purchase, on February 28, 2017 at $5.14 per common unit, up to the number of common units that are equal to (i) the reporting person's aggregate dollar amount of contributions made to the UPP during the period of the UPP's applicability divided by (ii) 5.14; provided that such number of common units shall be capped at 20,000 common units.
(2)	The number of derivative securities acquired and underlying common units reported on this Form 4 for the reporting person is based on the application of the foregoing formula using the dollar amount of contributions currently elected by the reporting person in his Hi-Crush Partners LP Unit Purchase Program Enrollment Form, but may be reduced based on reductions in the reporting person's elected dollar amount of contributions.
(3)	The purchase right is only exercisable on February 28, 2017 and does not continue thereafter.

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