Hi-Crush (HCR) Form 4 Hi-Crush Partners / Jeffries V. Alston III ownership change

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

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X

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^*

Alston Jeffries V. III

(Last) (First) (Middle)

904 W. IDAHO ST.

(Street)

HAMMOND LA 70401

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2018

4. If Amendment, Date of 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

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	10/21/2018		A(1)		1,405,921	A	(1)	4,045,171	I	.See Footnote(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

Explanation of Responses:

1. On October 21, 2018, Hi-Crush Partners LP (the "Partnership") entered into a Contribution Agreement (the "Contribution Agreement") with Hi-Crush Proppants LLC (the "Sponsor"), Hi-Crush Augusta Acquisition Co. LLC and certain persons (the "Contributor Parties") collectively holding all of the then outstanding membership interests in Sponsor (collectively, the "Subject Units"). Pursuant to the Contribution Agreement, among other things, the Contributor Parties agreed to contribute the Subject Units to the Partnership in exchange for an aggregate of 11,000,000 common units representing limited partnership interests in the Partnership ("Common Units") issued by the Partnership (such contributions, collectively, the "Contribution") based off of a $8.75 per unit. The Reporting Person held 12.7811% of the Subject Units and received 1,405,921 Common Units in exchange for his Subject Units.

2. The Common Units distributed to the Reporting Person in the Distribution are owned by Blessed & Favored Investments LLC ("Blessed LLC"). The Reporting Person is the sole member of Blessed LLC.

Remarks:

	/s/ Mark C. Skolos as Attorney-in-Fact for Jeffries V. Alston, III	10/23/2018
	** 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).
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