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* Southcross Holdings LP (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) 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 (Limited Partnership Interests)	2,116,400	I	By Southcross Holdings Borrower LP(1)

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

1. Name and Address of Reporting Person* Southcross Holdings LP (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVENUE, SUITE 2900 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Southcross Holdings GP, LLC (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVE., SUITE 2900 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Southcross Holdings Guarantor LP (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVE., SUITE 2900 (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) See Remarks

1. Name and Address of Reporting Person* Southcross Holdings Guarantor GP LLC (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVE., SUITE 2900 (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) See Remarks

1. Name and Address of Reporting Person* Southcross Holdings Borrower LP (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVE., SUITE 2900 (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) See Remarks

1. Name and Address of Reporting Person* Southcross Holdings Borrower GP LLC (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVE., SUITE 2900 (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) See Remarks

Explanation of Responses:

1. These securities are owned directly by Southcross Holdings Borrower LP ("Borrower"), 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 100% by Southcross Holdings LP ("Holdings"), and its non-economic general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), 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, Holdings, and Holdings GP are indirect beneficial owners of the reported securities.

2. The Subordinated Units convert into Common Units on a one-for-one basis on the expiration of the Subordination Period (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement")).

3. 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:

This Form 3 is filed jointly by Southcross Holdings LP, Southcross Holdings GP LLC, Southcross Holdings Guarantor LP, Southcross Holdings Guarantor GP LLC, Southcross Holdings Borrower LP, and Southcross Holdings Borrower GP LLC.

	/s/ David W. Biegler, Chief Executive Officer of the General Partner of Southcross Holdings LP	08/14/2014
	/s/ David W. Biegler, Chief Executive Officer of Southcross Holdings GP LLC	08/14/2014
	/s/ David W. Biegler, Chief Executive Officer of the General Partner of Southcross Holdings Guarantor LP	08/14/2014
	/s/ David W. Biegler, Chief Executive Officer of Southcross Holdings Guarantor GP LLC	08/14/2014
	/s/ David W. Biegler, Chief Executive Officer of the General Partner of Southcross Holdings Borrower LP	08/14/2014
	/s/ David W. Biegler, Chief Executive Officer of Southcross Holdings Borrower GP LLC	08/14/2014
	** Signature of Reporting Person	Date
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