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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)
EMERGE ENERGY SERVICES LP
(Name of Issuer)
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS
(Title of Class of Securities)
29102H 108
(CUSIP Number)
JUNE 25, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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Names of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person (See Instructions) | |||||
(1) Represents (a) 574,865 common units representing limited partner interests (Common Units) held directly by Mr. Beneski, (b) 28,084 Common Units held by family trusts of which Mr. Beneski is the sole trustee and which Mr. Beneski may be deemed to indirectly beneficially own and (c) 7,314,687 Common Units hed directly by Superior Silica Resources LLC (SSR) and AEC Resources LLC (AEC). Insight Equity Management Company LLC ("Insight Equity") is the investment manager to Insight Equity GP I LP (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. Mr. Beneski and Victor L. 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.
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person (See Instructions) | |||||
(1) Represents 129,752 common units representing limited partner interests (Common Units) held directly by Mr. Vescovo and 7,314,687 Common Units held directly by Superior Silica Resources LLC (SSR) and AEC Resources LLC (AEC). Insight Equity Management Company LLC ("Insight Equity") is the investment manager to Insight Equity GP I LP (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. Mr. Beneski and Victor L. 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.
EXPLANATORY NOTE: This Amendment No. 2 is being filed to reflect the sale of units that occurred on June 25, 2014 and to include Superior Silica Resources LLC (SSR) as a Reporting Person effective as of the original Schedule 13G filed with the Securities and Exchange Commission on February 14, 2014 (the Initial Filing). As of the Initial Filing, SSR directly held 9,397,129 units and after the sale on June 25th, SSR currently holds 6,598,964 units.
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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Item 1(a). |
Name of Issuer: | ||||
Item 1(b). |
Address of Issuers Principal Executive Offices: SOUTHLAKE, TEXAS 76092 | ||||
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Item 2(a). |
Name of Person(s) Filing: | ||||
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Insight Equity Management Company LLC |
(Insight Equity) | |||
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Insight Equity GP I, LP |
(GP) | |||
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Insight Equity I LP |
(Insight Fund I) | |||
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Superior Silica Resources LLC |
(SSR) | |||
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Ted W. Beneski |
(Mr. Beneski) | |||
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Victor L. Vescovo |
(Mr. Vescovo) | |||
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
1400 CIVIC PLACE, SUITE 250 SOUTHLAKE, TEXAS 76092 | ||||
Item 2(c). |
Citizenship or Place of Organization: | ||||
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Insight Equity Management Company LLC |
Delaware | |||
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Insight Equity GP I, LP |
Delaware | |||
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Insight Equity I LP |
Delaware | |||
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Superior Silica Resources LLC |
Delaware | |||
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Ted W. Beneski |
United States | |||
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Victor L. Vescovo |
United States | |||
Item 2(d). |
Title of Class of Securities: | ||||
Item 2(e). |
CUSIP Number: | ||||
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
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Not applicable. | ||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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Item 4. |
Ownership: | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
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SSR |
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Insight Equity, |
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Mr. Beneski |
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Mr. Vescovo |
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(a) Amount beneficially owned: |
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6,598,964 |
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7,314,687 |
(1),(2) |
7,917,636 |
(2),(4) |
7,444,439 |
(2),(5) |
(b) Percent of class: |
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27.8 |
%(3) |
30.8 |
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33.4 |
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31.4 |
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(c) Number of shares as to which such person has: |
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(i) Sole power to vote or to direct the vote: |
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602,949 |
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129,752 |
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(ii) Shared power to vote or to direct the vote: |
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6,598,964 |
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7,314,687 |
(1),(2) |
7,314,687 |
(2) |
7,314,687 |
(2) |
(iii) Sole power to dispose or to direct the disposition of: |
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602,949 |
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129,752 |
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(iv) Shared power to dispose or to direct the disposition of: |
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6,598,964 |
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7,314,687 |
(1),(2) |
7,314,687 |
(2) |
7,314,687 |
(2) |
(1) Represents the common units representing limited partner interests (Common Units) held directly by SSR and AEC Resources LLC (AEC). Insight Equity is the investment manager to GP and GP is the general partner of Insight Fund 1. SSR and AEC are each indirect subsidiaries of Insight 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.
(2) Messrs. Beneski and Vescovo are the controlling equity owners of Insight Equity and GP. Messrs. Beneski and Vescovo, by virtue of being controlling equity owners of Insight Equity and GP, may be deemed to indirectly beneficially own the securities held by SSR and AEC.
(3) Based upon 23,713,022 Common Units outstanding as of June 18, 2014, as reported in the Issuers most recent Prospectus Supplement dated June 20, 2014.
(4) Represents (a) 574,865 Common Units held directly by Mr. Beneski, (b) 28,084 Common Units held by family trusts of which Mr. Beneski is the sole trustee and which Mr. Beneski may be deemed to indirectly beneficially own and (c) 7,314,687 Common Units held by Insight Fund I.
(5) Represents 129,752 Common Units held directly by Mr. Vescovo and 7,314,687 Common Units held by Insight Fund I.
Item 5. |
Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o Not applicable. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable. | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable. | |
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Item 8. |
Identification and Classification of Members of the Group: |
Not applicable. | |
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Item 9. |
Notice of Dissolution of Group: |
Not applicable. |
Item 10. |
Certification: |
Not applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 27, 2014
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Insight Equity Management Company LLC | |
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a Delaware limited liability company | |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity GP I, LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity GP I LP, its general partner |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Superior Silica Resources LLC | |
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a Delaware limited liability company | |
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/s/ Ted W. Beneski |
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By: |
Ted. W. Beneski |
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Authorized Signatory |
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Ted W. Beneski | |
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By: |
/s/ Ted W. Beneski |
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Ted W. Beneski |
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Victor L. Vescovo | |
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By: |
/s/ Victor L. Vescovo |
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Victor L. Vescovo |
JOINT FILING AGREEMENT
In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of June 27, 2014.
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Insight Equity Management Company LLC | |
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a Delaware limited liability company | |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I GP, LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity GP I LP, its general partner |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Superior Silica Resources LLC | |
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a Delaware limited liability company | |
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/s/ Ted W. Beneski |
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By: |
Ted W. Beneski |
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Authorized Signatory |
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Ted W. Beneski | |
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By: |
/s/ Ted W. Beneski |
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Ted W. Beneski |
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Victor L. Vescovo | |
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By: |
/s/ Victor L. Vescovo |
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Victor L. Vescovo |