SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BBTS Borrower LP

(Last)

(First)

(Middle)

18615 TUSCANY STONE, SUITE 300

(Street)

SAN ANTONIO

75258

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Southcross Energy Partners, L.P. [ SXE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	12/05/2014		J⁽¹⁾⁽²⁾⁽³⁾		2,116,400	D	⁽¹⁾⁽²⁾⁽³⁾	0	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽¹⁾⁽²⁾⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Convertible Units	⁽⁴⁾	12/05/2014		J⁽¹⁾⁽²⁾⁽³⁾			14,633,000	⁽⁴⁾	⁽⁴⁾	Common Units	14,633,000	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Subordinated Units	⁽⁵⁾	12/05/2014		J⁽¹⁾⁽²⁾⁽³⁾			12,213,713	⁽⁵⁾	⁽⁵⁾	Common Units	12,213,713	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

BBTS Borrower LP

(Last)

(First)

(Middle)

18615 TUSCANY STONE, SUITE 300

(Street)

SAN ANTONIO

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

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

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

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

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

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 prior to December 5, 2014 owned 69.5% of the limited partner interest in Southcross Holdings LP ("Holdings")

2. (Continuation of Footnote 1) - and 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 the general partner of Southcross Holdings Borrower LP, which directly owns all of the Common Units, Class B Convertible Units and Subordinated Units reported herein.

3. (Continuation of Footnote 1) - On December 5, 2014, Borrower distributed its approximately 69.5% interest in Holdings and its approximately 70.4% interest in Holdings GP (together, the "BBTS Interest") to BBTS Guarantor LP ("Guarantor LP"), Guarantor LP distributed the BBTS Interest to BlackBrush TexStar LP ("BlackBrush"), and BlackBrush made a distribution-in-kind (the ""BBTS Distribution") to its limited partners for no consideration pursuant to which it distributed (i) 51.14% of the BBTS Interest to EIG BlackBrush Holdings LLC and (ii) 48.86% of the BBTS Interest to TW BBTS Aggregator LP. Following the BBTS Distribution, no Reporting Person has any beneficial ownership or pecuniary interest in the securities reported herein.

4. 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.

5. 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	12/19/2014
	BBTS BORROWER GP LLC. By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Borrower GP LLC	12/19/2014
	BBTS GUARANTOR LP, By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Guarantor LP	12/19/2014
	BBTS GUARANTOR GP LLC, By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Guarantor GP LLC	12/19/2014
	BLACKBRUSH TEXSTAR LP, By: /s/ Brian Blakeman, Attorney-in-fact for BlackBrush TexStar LP	12/19/2014
	BLACKBRUSH TEXSTAR GP LLC, By: /s/ Brian Blakeman, Attorney-in-fact for BlackBrush TexStar GP LLC	12/19/2014
	** Signature of Reporting Person	Date
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