Southcross Energy Partners 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 Holdings LP

(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)
11/12/2018

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)	11/12/2018		J(1)		338,034		(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	19,652,831	I	By Southcross Holdings Borrower LP(2)

1. Name and Address of Reporting Person^*

Southcross Holdings LP

(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 Holdings 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^*

Southcross Holdings Intermediary 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 Holdings Guarantor LP

(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 Holdings Guarantor 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^*

Southcross Holdings Borrower LP

(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 Holdings Borrower GP LLC

(Last) (First) (Middle)

C/O SOUTHCROSS ENERGY PARTNERS, L.P.

1717 MAIN STREET, SUITE 5200

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. The Class B Convertible Units were acquired as 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"). 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 Class B Convertible Units are owned directly by Southcross Holdings Borrower LP, which is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC ("Borrower GP"), which is owned 100% by Guarantor. Guarantor is owned 99.8% by Southcross Holdings LP ("Holdings"), and its 0.2% general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), which is owned 99% by Holdings and 1% by Southcross Holdings Intermediary LLC ("Intermediary"), which is owned 100% by Holdings. The non-economic general partner interest of Holdings is held by Southcross Holdings GP LLC ("Holdings GP"). Borrower GP, Guarantor, Guarantor GP, Intermediary, Holdings, and Holdings GP are indirect beneficial owners of the reported securities.

Remarks:

This Form 4 is filed jointly by Southcross Holdings LP, Southcross Holdings GP LLC, Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor LP, Southcross Holdings Guarantor GP LLC, Southcross Holdings Borrower LP, and Southcross Holdings Borrower GP LLC.

	/s/ Bret Allan, Chief Financial Officer of the General Partner of Southcross Holdings LP	11/13/2018
	/s/ Bret Allan, Chief Financial Officer of Southcross Holdings GP LLC	11/13/2018
	/s/ Bret Allan, Chief Financial Officer of Southcross Holdings Intermediary LLC	11/13/2018
	/s/ Bret Allan, Chief Financial Officer of the General Partner of Southcross Holdings Guarantor LP	11/13/2018
	/s/ Bret Allan, Chief Financial Officer of Southcross Holdings Guarantor GP LLC	11/13/2018
	/s/ Bret Allan, Chief Financial Officer of the General Partner of Southcross Holdings Borrower LP	11/13/2018
	/s/ Bret Allan, Chief Financial Officer of Southcross Holdings Borrower GP LLC	11/13/2018
	** Signature of Reporting Person	Date
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