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Filing Details

Accession Number:: 0001209191-14-053114
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-18 17:34:06
Reporting Period:: 2014-08-15

Filing Date:: 2014-08-18
Accepted Time:: 2014-08-18 17:34:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1549848	Hi-Crush Partners Lp	HCLP	Mining & Quarrying Of Nonmetallic Minerals (No Fuels) (1400)	900840530

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1441974	Avista Capital Partners Ii, L.p.	65 East 55Th Street, 18Th Floor New York NY 10022	No	No	Yes	No
1441976	Avista Capital Partners (Offshore) Ii, L.p.	65 East 55Th Street, 18Th Floor New York NY 10022	No	No	Yes	No
1553891	Hi-Crush Proppants Llc	Three Riverway, Suite 1550 Houston TX 77056	No	No	Yes	Yes
1555140	Avista Capital Partners (Offshore) Ii-A, Lp	65 East 55Th Street, 18Th Floor New York NY 10022	No	No	Yes	No
1555273	Acp Hip Splitter, Lp	65 East 55Th Street, 18Th Floor New York NY 10022	No	No	Yes	No
1555275	Acp Hip Splitter (Offshore), Lp	65 East 55Th Street, 18Th Floor New York NY 10022	No	No	Yes	No
1555276	Avista Capital Partners Ii Gp, Llc	65 East 55Th Street, 18Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2014-08-15	3,750,000	$0.00	3,750,000	No	4	C	Direct
Common Units Representing Limited Partner Interests	Disposition	2014-08-15	3,750,000	$60.61	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units Representing Limited Partner Interests	Class B Units	Disposition	2014-08-15	3,750,000	$0.00	3,750,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Subordinated Units Representing Limited Partner Interests	13,640,351	Direct

Footnotes

The 3,750,000 Class B Units (the "Class B Units") converted into common units representing limited partner interests in Hi-Crush Partners LP (the "Partnership") on a one-for-one basis on August 15, 2014, upon the satisfaction of certain conditions in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated January 31, 2013, and then were immediately sold as described in note (3) below. The Class B Units had no expiration date.
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 the Partnership owned directly or indirectly by Proppants.
These common units representing limited partner interests were sold by the reporting person in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on August 12, 2014.
Represents public offering price of $62.91 per common unit representing limited partner interest less the underwriting discounts and commissions of $2.30 per common unit representing limited partner interest.