EIG Management Form 4 Southcross Energy Partners / R. Blair Thomas ownership change

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^*

EIG BBTS Holdings, LLC

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(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)
11/05/2014

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)
			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)	11/05/2014		J(1)		256,078		(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	14,889,078	I	By Southcross Holdings Borrower LP
Class B Convertible Units	(1)	02/09/2015		J(1)		260,558		(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	15,149,636	I	By Southcross Holdings Borrower LP
Class B Convertible Units	(1)	05/08/2015		J(1)		265,118		(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	15,414,754	I	By Southcross Holdings Borrower LP
Class B Convertible Units	(1)	05/10/2015		J(1)		269,758		(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	15,684,512	I	By Southcross Holdings Borrower LP

1. Name and Address of Reporting Person^*

EIG BBTS Holdings, LLC

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EIG Management Company, LLC

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EIG Asset Management Company, LLC

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EIG Global Energy Partners, LLC

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

R. Blair Thomas 2010 Irrevocable Trust

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thomas R. Blair

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)

WASHINGTON DC 20006

(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).

Remarks:

See Exhibit 99.1 - Remarks

	EIG BBTS HOLDINGS, LLC - By: EIG Management Company, LLC, its Manager - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer	08/21/2015
	EIG BBTS HOLDINGS, LLC - By: EIG Management Company, LLC, its Manager - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel	08/21/2015
	EIG MANAGEMENT COMPANY, LLC - By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer	08/21/2015
	EIG MANAGEMENT COMPANY, LLC - By: By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel	08/21/2015
	EIG ASSET MANAGEMENT, LLC - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer	08/21/2015
	EIG ASSET MANAGEMENT, LLC - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel	08/21/2015
	EIG GLOBAL ENERGY PARTNERS, LLC - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer	08/21/2015
	EIG GLOBAL ENERGY PARTNERS, LLC - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel	08/21/2015
	THE R. BLAIR THOMAS 2010 IRREVOCABLE TRUST - By: /s/ R. Blair Thomas, R. Blair Thomas, Trustee	08/21/2015
	/s/ R. Blair Thomas	08/21/2015
	** Signature of Reporting Person	Date
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