CB Offshore Equity Fund VI Form 4 Change in insider ownership

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^*

Southcross Energy LLC

(Last) (First) (Middle)

C/O SOUTHCROSS ENERGY PARTNERS, L.P.

1717 MAIN STREET, SUITE 5200

(Street)

DALLAS TX 75201

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2016

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Convertible Units	(1)	02/14/2016		J(1)		279,303(1)		(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	16,238,293(1)	I	By Southcross Holdings Borrower LP(2)(3)

1. Name and Address of Reporting Person^*

Southcross Energy LLC

(Last) (First) (Middle)

C/O SOUTHCROSS ENERGY PARTNERS, L.P.

1717 MAIN STREET, SUITE 5200

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Southcross Energy Partners GP, LLC

(Last) (First) (Middle)

C/O SOUTHCROSS ENERGY PARTNERS, L.P.

1717 MAIN STREET, SUITE 5200

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHARLESBANK CAPITAL PARTNERS LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charlesbank Equity Fund VI GP, Limited Partnership

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charlesbank Equity Fund VI, Limited Partnership

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CB Offshore Equity Fund VI LP

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charlesbank Equity Coinvestment Fund VI Limited Partnership

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CB-Southcross Holdings, Inc.

(Last) (First) (Middle)

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Southcross Holdings Borrower LP ("Borrower") was entitled to receive a payment-in-kind distribution on outstanding Class B Convertible Units pursuant to the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement") no later than February 14, 2016 (the "PIK Distribution"), but the Issuer did not timely make such Class B Convertible Unit distribution on the date due. Nevertheless, the Partnership Agreement provides that the Class B Convertible Unitholders are entitled to have the same rights as if the PIK Distribution had been made. The Class B Convertible Units convert into Common Units at the Class B Conversion Rate (as defined in the Partnership Agreement) on the Class B Conversion Date (as defined in the Partnership Agreement).

2. The Reporting Persons may be deemed to indirectly beneficially own the Class B Convertible Units owned by Borrower, but each Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. Borrower is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC, which is owned 100% by Guarantor. Guarantor is owned 100% by Southcross Holdings LP ("Holdings"), and its non-economic general partner interest is held by Southcross Holdings Guarantor GP LLC, which is owned 100% by Holdings. Southcross Energy LLC ("SELLC") owns 29.2% of Holdings and 29.6% of Southcross Holdings GP LLC, the non-economic general partner of Holdings. Further, Charlesbank Capital Partners, LLC is the investment adviser to and the general partner of the general partner of Charlesbank Equity Fund VI, Limited Partnership and its affiliated investment funds, which hold an approximate 85.2% membership interest in SELLC.

Remarks:

This Form 4 is filed jointly by Southcross Energy LLC ("SELLC"), Southcross Energy Partners GP, LLC (the "General Partner"), Charlesbank Capital Partners, LLC ("Charlesbank"), Charlesbank Equity Fund VI GP, Limited Partnership ("Equity VI GP"), Charlesbank Coinvestment Partners, Limited Partnership ("Coinvest") and each of Charlesbank Equity Fund VI, Limited Partnership ("Fund VI"), CB Offshore Equity Fund VI, L.P. ("Offshore VI"), Charlesbank Equity Coinvestment Fund VI, Limited Partnership ("Coinvest VI" and together with Fund VI and Offshore VI, the "Charlesbank Funds") and CB-Southcross Holdings, Inc., of which Offshore VI is the sole shareholder. Equity VI GP is the general partner of each of the Charlesbank Funds and may be deemed to indirectly beneficially own the securities of the Issuer held by the Charlesbank Funds, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank is the general partner of each of Coinvest and Equity VI GP and therefore may be deemed to indirectly beneficially own the securities of the Issuer held thereby, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, Charlesbank has authority to vote securities held by the Charlesbank Funds and to decide which securities to purchase and sell for the Charlesbank Funds. Jon M. Biotti is a Managing Director of Charlesbank, the investment adviser to the Charlesbank Funds and general partner of Coinvest. The Issuer is managed by the board of directors (the "Board") and executive officers of the General Partner, which is indirectly owned by Southcross Holdings LP ("Holdings"). Through Holdings and its general partner, SELLC has the right to elect 2 directors (1 of whom must be independent) to the Board.

	/s/ David W. Biegler, Chief Executive Officer, Southcross Energy LLC	02/16/2016
	/s/ John E. Bonn, Chief Executive Officer, Southcross Energy Partners GP, LLC	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI, Limited Partnership	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P.	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership	02/16/2016
	/s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc.	02/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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