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

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1. Name and Address of Reporting Person* TW BBTS Aggregator LP (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (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) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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	2,116,400	I	See footnotes(1)(2)(3)(4)

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	(5)	(5)	Common Units	14,633,000	(5)	I	See footnotes(1)(2)(3)(4)(5)
Subordinated Units	(6)	(6)	Common Units	12,213,713	(6)	I	See footnotes(1)(2)(3)(4)(6)

1. Name and Address of Reporting Person* TW BBTS Aggregator LP (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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* BB-II Holdco LP (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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* TW/LM GP Sub, LLC (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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* TAILWATER ENERGY FUND I, LP (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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* TW GP EF-1, LP (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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* TW GP EF-1 GP, LLC (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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* Tailwater Capital LLC (Last) (First) (Middle) 300 CRESCENT COURT SUITE 200 (Street) DALLAS TX 75201 (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 TW BBTS Aggregator LP ("Aggregator"), BB-II Holdco LP ("BB-II"), TW/LW GP Sub, LLC ("TW/LM"), Tailwater Energy Fund I LP ("Energy Fund"), TW GP EF-I, LP (TWGP1"), TW GP EF-I GP, LLC ("TWGP2"), Tailwater Capital LLC ("Tailwater"), and Edward Herring. We refer to Aggregator, BB-II, TW/LM, Energy Fund, TWGP1, TWGP2, Tailwater and Mr. Herring, collectively, as the "Reporting Persons."

2. (Continuation of Footnote 1) - Mr. Herring is a member of Tailwater, which is the sole member of TWGP2, which is the general partner of TWGP1, which is the general partner of Energy Fund, which is the sole member of TW/LM, which is the general partner of each of BB-II and 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").

3. (Continuation of Footnote 1) - 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 Persons may be deemed to indirectly beneficially own the securities reported herein held by Borrower.

4. (Continuation of Footnote 1) - Each Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of such Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that any such 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.

5. 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.

6. 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:

	TW BBTS AGGREGATOR LP By: TW/LM GP Sub, LLC, its General Partner - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	BB-II HOLDCO LP By: TW/LM GP Sub, LLC, its General Partner - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	TW/LM GP SUB, LLC - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	TAILWATER ENERGY FUND I LP By: TW GP EF-I, LP, its General Partner and By: TW GP EF-I GP, LLC, its General Partner - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	TW GP EF-I, LP By: TW GP EF-I GP, LLC, its General Partner - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	TW GP EF-I GP, LLC - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	TAILWATER CAPITAL LLC - By: /s/ Brian Blakeman, Vice President of Tax & Finance	08/14/2014
	/s/ Edward Herring	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).
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