Ownership Submission
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, 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 *
  aPriori Capital Partners LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2014		 3. Issuer Name and Ticker or Trading Symbol
BASIC ENERGY SERVICES INC [BAS]
(Last)
(First)
(Middle)
767 FIFTH AVENUE, 		 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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10153		 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 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 per share 11,377,801
I
See footnote (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
aPriori Capital Partners LLC
767 FIFTH AVENUE
NEW YORK, NY 10153		     X    
DLJ MERCHANT BANKING PARTNERS III LP
767 FIFTH AVENUE
NEW YORK, NY 10153		     X    
aPriori Capital Partners III LLC
767 FIFTH AVENUE
NEW YORK, NY 10153		     X    
aPriori Capital Partners L.P.
767 FIFTH AVENUE
NEW YORK, NY 10153		     X    
aPriori Capital GmbH
MAXIMILIANHOEFE, MAXIMILIANSTRASSE 13
MUNICH, 2M 80539		     X    
SCHNABEL SUSAN C
11400 W. OLYMPIC BOULEVARD
SUITE 1400
LOS ANGELES, CA 90064		   X      
Taylor Colin A.
110 FETTER LANE
LONDON, X0 EC4A 1AY		     X    

Signatures

APRIORI CAPITAL PARTNERS LLC, By: /s/ Susan C. Schnabel , Authorized Person 04/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 3 is being filed by DLJ Merchant Banking Partners III, L.P ("MB III LP"); aPriori Capital Partners LLC ("aPriori"); aPriori Capital Partners L.P. ("aCP"); aPriori Capital Partners III LLC ("aCP III"); aPriori Capital GmbH ("aCP GmbH"); Susan C. Schnabel and Colin A. Taylor (collectively, the "Reporting Persons"). aCP III is the general partner of MB III LP; DLJ Offshore Partners III, L.P. ("Offshore Partners III"); DLJ Offshore Partners III-1, C.V. ("Offshore Partners III-1"); DLJ Offshore Partners III-2, C.V. ("Offshore Partners III-2"); Millennium Partners II, L.P. ("Millennium"); and MBP III Plan Investors, L.P. ("MBP III"). aCP GmbH is the general partner of DLJ MB Partners III GmbH & Co. KG ("Partners III GmbH" and, collectively with MB III LP, Offshore Partners III, Offshore Partners III-1, Offshore Partners III-2, Millennium and MBP III, the "Funds").
(2) (Continuation of Footnote 1) aCP was retained by the Funds to act as investment manager pursuant to an amended and restated agreement of limited partnership of each of the Funds and/or an investment management agreement. aCP is the managing member of aCP III and the sole shareholder of aCP GmbH. aPriori is the general partner of aCP. The managing members of aPriori are Susan C. Schnabel and Colin A. Taylor.
(3) Represents shares of Common Stock held as follows: 8,818,062 shares directly by MB III LP; 607,875 shares directly by Offshore Partners; 155,803 shares directly by Offshore Partners III-1; 110,984 shares directly by Offshore Partners III-2; 73,633 shares directly by Partners III GmbH; 49,906 shares directly by Millennium; and 1,561,538 shares directly by MBP III. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of such person's pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise.
 
Remarks:
Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

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