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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hi-Crush Proppants LLC
   2. Issuer Name and Ticker or Trading Symbol
Hi-Crush Partners LP [HCLP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by Deputization
(Last)
(First)
(Middle)
THREE RIVERWAY, SUITE 1550		 3. Date of Earliest Transaction (Month/Day/Year)
01/31/2013
(Street)

HOUSTON, TX 77056		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Units $ 0 (1) 01/31/2013   A   3,750,000 (2)     (1)   (1) Common Units representing limited partner interests 3,750,000 (2) $ 0 (1) 3,750,000 (2) D (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hi-Crush Proppants LLC
THREE RIVERWAY
SUITE 1550
HOUSTON, TX 77056		     X   Director by Deputization
Avista Capital Partners II GP, LLC
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022		     X    
Avista Capital Partners II, L.P.
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022		     X    
Avista Capital Partners (Offshore) II, L.P.
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022		     X    
Avista Capital Partners (Offshore) II-A, LP
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022		     X    
ACP HIP Splitter, LP
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022		     X    
ACP HIP Splitter (Offshore), LP
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022		     X    

Signatures

 /s/ Mark C. Skolos, General Counsel of Hi-Crush Proppants LLC   02/04/2013
**Signature of Reporting Person Date
 /s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC   02/04/2013
**Signature of Reporting Person Date
 /s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP   02/04/2013
**Signature of Reporting Person Date
 /s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II, LP   02/04/2013
**Signature of Reporting Person Date
 /s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners (Offshore) II-A, LP   02/04/2013
**Signature of Reporting Person Date
 /s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter, LP   02/04/2013
**Signature of Reporting Person Date
 /s/ Mark C. Skolos, as Attorney-In-Fact for Ben Silbert, General Counsel of Avista Capital Partners II GP, LLC, as general partner of Avista Capital Partners II, LP, as general partner of ACP HIP Splitter (Offshore), LP   02/04/2013
**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 Class B Units (the "Class B Units") will convert into Common Units representing limited partner interests in Hi-Crush Partners LP (the "Partnership") on a one-for-one basis upon satisfaction of certain financial conditions described in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated January 31, 2013. The Class B Units have no expiration date.
(2) In connection with the closing of the transactions contemplated by the Contribution Agreement, dated January 31, 2013, by and among Hi-Crush Proppants LLC ("Proppants"), the Partnership and Hi-Crush Augusta LLC (the "Contribution Agreement"), Proppants received 3,750,000 Class B Units.
(3) This Form 4 is being filed jointly by 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.
 
Remarks:
Proppants has the right to appoint all of the directors of the Board of Directors of the General Partner.  Therefore, each of Proppants, ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may be deemed a director by deputization.

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