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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
GGC Opportunity Fund Management GP, Ltd.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2012 		3. Issuer Name and Ticker or Trading Symbol
U.S. SILICA HOLDINGS, INC. [ SLCA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 49,981,023 I See Footnotes.(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GGC Opportunity Fund Management GP, Ltd.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GGC Opportunity Fund Management, L.P.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GGCOF Co-Invest Management, L.P.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GGCOF THIRD-PARTY CO-INVEST, L.P.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GGCOF CO-INVEST, L.P.
(Last) (First) (Middle)
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Explanation of Responses:
1. GGC USS Holdings, LLC ("Holdings") is the direct beneficial owner of 49,981,023 shares of common stock of U.S. Silica Holdings, Inc. The shares beneficially owned directly by Holdings are beneficially owned indirectly by (a) Golden Gate Capital Opportunity Fund, L.P., (b) Golden Gate Capital Opportunity Fund-A, L.P., (c) GGCOF Third-Party Co-Invest, L.P. and (d) GGCOF Co-Invest, L.P. The shares indirectly held by the funds listed in clauses (a) through (c) are beneficially owned indirectly by their general partner, GGC Opportunity Fund Management, L.P. ("Management GP"), and the general partner of Management GP, GGC Opportunity Fund Management GP, Ltd. ("Ultimate GP"). The shares indirectly held by the fund listed in clause (d) are beneficially owned indirectly by its general partner, GGCOF Co-Invest Management, L.P. ("GGCOF Management"), the general partner of GGCOF Management, Management GP, and the general partner of Management GP, Ultimate GP. (Continued in Footnote 2)
2. Ultimate GP has voting and dispositive authority over the shares held by Holdings and is governed by its board of directors.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Michele Luburich by Power of Attorney 01/31/2012
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints each of James I. Manion, Alan Jacobs, Robert M.
Hayward, P.C. and Michele Luburich, signing singly, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

(1)     prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of U.S. Silica
Holdings, Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

(3)     perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)     this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)     any documents prepared and/or executed by any of the attorneys-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his discretion, deems necessary or desirable;

(3)     neither the Company nor any of the attorneys-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirement of
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, with full power of substitution and revocation,
hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each of such
attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31 day of January 2012.

GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P.
GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P.
GGCOF THIRD-PARTY CO-INVEST, L.P.

By: GGC Opportunity Fund Management, L.P.
Its: General Partner

         By: GGC Opportunity Fund Management GP, Ltd.
         Its: General Partner

                  By:   /s/ David C. Dominik
                      -------------------------------
                  Name: David C. Dominik
                  Its: Managing Member

GGC OPPORTUNITY FUND MANAGEMENT, L.P.

         By: GGC Opportunity Fund Management GP, Ltd.
         Its: General Partner

                  By:      /s/ David C. Dominik
                      -------------------------------
                  Name: David C. Dominik
                  Its: Managing Member

GGC OPPORTUNITY FUND MANAGEMENT GP, LTD.

         By:      /s/ David C. Dominik
             ----------------------------------------
         Name: David C. Dominik
         Its: Managing Member


GGCOF CO-INVEST, L.P.

         By: GGC Co-Invest Management, L.P.
         Its: General Partner

                  By: GGC Opportunity Fund Management, L.P.
                  Its: General Partner

                           By: GGC Opportunity Fund Management GP, Ltd.
                           Its: General Partner

                                    By:      /s/ David C. Dominik
                                        -------------------------------
                                    Name: David C. Dominik
                                    Its: Managing Member


GGCOF CO-INVEST MANAGEMENT, L.P.

         By: GGC Opportunity Fund Management, L.P.
         Its: General Partner

                  By: GGC Opportunity Fund Management GP, Ltd.
                  Its: General Partner

                           By:     /s/ David C. Dominik
                               ------------------------------
                           Name: David C. Dominik
                           Its: Managing Member