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* BBTS Borrower LP (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 75258 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2014	3. Issuer Name and Ticker or Trading Symbol Southcross Energy Partners, L.P. [ SXE ]
		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 Units	2,116,400	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
Class B Convertible Units	(3)	(3)	Common Units	14,633,000	(3)	I	See footnotes(1)(2)(3)
Subordinated Units	(4)	(4)	Common Units	12,213,713	(4)	I	See footnotes(1)(2)(4)

1. Name and Address of Reporting Person* BBTS Borrower LP (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 75258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BBTS Borrower GP LLC (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 75258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BBTS Guarantor GP LLC (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 75258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BBTS Guarantor LP (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 75258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BlackBrush TexStar LP (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 78258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BlackBrush TexStar GP LLC (Last) (First) (Middle) 18615 TUSCANY STONE, SUITE 300 (Street) SAN ANTONIO TX 78258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is being filed by each of BBTS Borrower LP ("Borrower"), BBTS Borrower GP LLC ("Borrower GP"), BBTS Guarantor LP ("Guarantor"), BBTS Guarantor GP LLC ("Guarantor GP"), BlackBrush TexStar LP ("BBTS"), and BlackBrush TexStar GP LLC ("BBTS GP"). We refer to Borrower, Borrower GP, Guarantor, Guarantor GP, BBTS and BBTS GP, collectively, as the "Reporting Persons." BBTS GP is the general partner of BBTS, which is the sole member of Guarantor GP, which is the general partner of Guarantor, which is the sole member of Borrower GP, which is the general partner of Borrower, which owns 70.4% of the limited partner interest in Southcross Holdings LP ("Holdings"). Borrower also owns 70.4% of Southcross Holdings GP LLC ("Holdings GP"), which is the general partner of Holdings. Holdings is the sole member of Southcross Holdings Guarantor GP LLC, which is the general partner of Southcross Holdings Guarantor LP, which is the sole member of Southcross Holdings Borrower GP LLC, which is

2. (Continuation of Footnote 1) - Each Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of such Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The Class B Convertible Units will be converted into Common Units on a one-for-one basis on the Class B Conversion Date (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "SXE Partnership Agreement")). The Class B Convertible Units have no expiration date.

4. The Subordinated Units will be converted into Common Units on a one-for-one basis on the expiration of the Subordination Period (as defined in the SXE Partnership Agreement). The Subordinated Units have no expiration date.

Remarks:

	BBTS BORROWER LP - By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Borrower LP	08/14/2014
	BBTS BORROWER GP LLC - By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Borrower GP LLC	08/14/2014
	BBTS GUARANTOR LP - By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Guarantor LP	08/14/2014
	BBTS GUARANTOR GP LLC - By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Guarantor GP LLC	08/14/2014
	BLACKBRUSH TEXSTAR LP - By: /s/ Brian Blakeman, Attorney-in-fact for BlackBrush TexStar LP	08/14/2014
	BLACKBRUSH TEXSTAR GP LLC - By: /s/ Brian Blakeman, Attorney-in-fact for BlackBrush TexStar GP LLC	08/14/2014
	** Signature of Reporting Person	Date
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