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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Downie Jason H (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVENUE, SUITE 2900 (Street) DALLAS TX 75201 (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) X Director X 10% Owner Officer (give title below) Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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 (Limited Partnership Interests)	2,116,400	I	By Southcross Holdings Borrower LP(1)(2)(3)

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	(4)	(4)	Common Units (Limited Partnership Interests)	14,633,000	(4)	I	By Southcross Holdings Borrower LP(1)(2)(3)(4)
Subordinated Units	(5)	(5)	Common Units (Limited Partnership Interests)	12,213,713	(5)	I	By Southcross Holdings Borrower LP(1)(2)(3)(5)

Explanation of Responses:

1. The Reporting Person is a member of Tailwater Capital LLC ("Tailwater"), which is the sole member of TW GP EF-I GP, LLC ("TWGP2"), which is the general partner of TW GP EF-I, LP ("TWGP1"), which is the general partner of Tailwater Energy Fund I LP ("Energy Fund"), which is the sole member of TW/LW GP Sub, LLC ("TW/LM"), which is the general partner of each of BB-II Holdco LP ("BB-II") and TW BBTS Aggregator LP ("Aggregator"). BB-II owns 48.86% of the membership interest in BlackBrush TexStar GP LLC ("BBTS GP"), which is the general partner of BlackBrush TexStar LP ("BBTS"). Aggregator owns 48.86% of the limited partner interest in BBTS. BBTS is the sole member of BBTS Guarantor GP LLC, which is the general partner of BBTS Guarantor LP, which is the sole member of BBTS Borrower GP LLC, which is the general partner of BBTS Borrower LP, which owns 70.4% of the limited partner interest in Southcross Holdings LP ("Holdings") and 70.4% of Southcross Holdings GP LLC ("Holdings GP").

2. Holdings GP is the general partner of Holdings, which 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 ("Borrower"), which directly owns all of the Common Units, Class B Convertible Units and Subordinated Units reported herein. As a result of the relationship of the Reporting Persons to Borrower, the Reporting Person may be deemed to indirectly beneficially own the securities reported herein held by Borrower.

3. The Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of the Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that the 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.

4. The Class B Convertible Units will be converted into Common Units 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")) at the Class B Conversion Rate (as defined in 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:

The Reporting Person is a director of Southcross Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ David W. Biegler, Attorney-In-Fact for Jason H. Downie	08/14/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.