SEC FORM 4 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*
TW BBTS Aggregator LP

(Last) (First) (Middle)
300 CRESCENT COURT,
SUITE 200

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
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) 16,238,272(1)(2) I By Southcross Holdings Borrower LP
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*
TW GP Holdings, 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 Holdings, 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*
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)
1. Name and Address of Reporting Person*
Downie Jason H

(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. Borrower (as defined below) was entitled to receive a Class B Quarterly Distribution (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement")), consisting of additional Class B Convertible Units (the "Class B PIK Units") in accordance with the terms of the Partnership Agreement. However, the Issuer did not timely make such Class B Quarterly Distribution. The Partnership Agreement provides that, notwithstanding the Issuer's failure to make such Class B Quarterly Distribution, the holders entitled to the unpaid Class B PIK Units shall be entitled to all rights under the Partnership Agreement as if such unpaid Class B PIK Units had in fact been distributed on the date due ("Unpaid Class B PIK Rights"). Therefore, on February 14, 2016, SHB acquired Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible Units.
2. The total number of derivative securities beneficially owned following the reported transaction that is reflected in Column 8 includes Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible Units.
Remarks:
See Exhibit 99.1
TW BBTS Aggregator LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
BB-II Holdco LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
Tailwater Energy Fund I LP, a Delaware limited partnership By: TW GP EF-I, LP, its General Partner By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
TW GP EF-I, LP, a Delaware limited partnership By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman Vice President 02/17/2016
TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President 02/17/2016
TAILWATER LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President Tax & Finance 02/17/2016
/s/ Jason H. Downie 02/17/2016
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (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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