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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Southcross Energy LLC (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVENUE, SUITE 2900 (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) X Director X 10% Owner Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 08/04/2014
	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
Common Units (Limited Partnership Interests)	08/04/2014		C(1)		252,687	A	(1)	2,116,400	D
Common Units (Limited Partnership Interests)	08/04/2014		J(2)		2,116,400	D	(2)	2,116,400(3)	D
Common Units (Limited Partnership Interests)	08/04/2014		J(2)		2,116,400	A	(2)	2,116,400	I	By Southcross Holdings Borrower LP(3)

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
Series A Convertible Preferred Units	(1)	08/04/2014		C(1)			229,716(5)	(1)	(1)	Common Units (Limited Partnership Interests)	(1)	(1)	0	D
Subordinated Units	(2)	08/04/2014		J(2)			12,213,713	(2)	(2)	Common Units (Limited Partnership Interests)	12,213,713	(2)	12,213,713(3)	D
Subordinated Units	(2)	08/04/2014		J(2)		12,213,713		(2)	(2)	Common Units (Limited Partnership Interests)	12,213,713	(2)	12,213,713	I	By Southcross Holdings Borrower LP(3)
Class B Convertible Units	(4)	08/04/2014		J(4)		14,633,000		(4)	(4)	Common Units (Limited Partnership Interests)	(4)	(4)	14,633,000	I	By Southcross Holdings Borrower LP(3)

1. Name and Address of Reporting Person* Southcross Energy LLC (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 Energy Partners GP, LLC (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 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHARLESBANK CAPITAL PARTNERS LLC (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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* Charlesbank Equity Fund VI GP, Limited Partnership (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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* CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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* Charlesbank Equity Fund VI, Limited Partnership (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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* CB Offshore Equity Fund VI LP (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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* Charlesbank Equity Coinvestment Fund VI Limited Partnership (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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* CB-Southcross Holdings, Inc. (Last) (First) (Middle) 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (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. Southcross Energy LLC ("SELLC") elected to convert all of its Series A Convertible Preferred Units into Common Units under the Issuer's then current Second Amended and Restated Agreement of Limited Partnership dated April 12, 2013 (the "Prior Partnership Agreement") in connection with transactions on August 4, 2014 which constituted a Series A Change of Control under the Prior Partnership Agreement (the "Transactions"). Pursuant to the Prior Partnership Agreement, the number of Common Units delivered upon conversion of each Series A Convertible Preferred Unit was equal to the quotient of (x) 110% of the Series A Adjusted Issue Price (as defined in the Prior Partnership Agreement), together with all accrued but unpaid distributions on such Series A Convertible Preferred Unit (including distributions payable in Series A PIK Preferred Units (as defined in the Prior Partnership Agreement)), divided by (y) the Series A Adjusted Issue Price.

2. On August 4, 2014, as part of the Transactions that created a structure for common ownership and control of the Common Units and Subordinated Units through Southcross Holdings LP ("Holdings"), as a new holding company of the Issuer, SELLC contributed its Common Units and its Subordinated Units to Southcross Holdings Borrower LP ("Borrower") in exchange for equity in Holdings and its general partner, Southcross Holdings GP LLC ("Holdings GP"). 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 Reporting Persons may be deemed to indirectly beneficially own the Common Units, Subordinated Units and Class B Convertible Units held by Borrower, but each Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein. Borrower is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC, which is owned 100% by Guarantor. Guarantor is owned 100% by Holdings, and its non-economic general partner interest is held by Southcross Holdings Guarantor GP LLC, which is owned 100% by Holdings. SELLC owns 29.6% of each of Holdings and Holdings GP. Further, Charlesbank Capital Partners, LLC is the investment adviser to and the general partner of the general partner of Charlesbank Equity Fund VI, Limited Partnership and its affiliated investment funds, which hold an approximate 85.2% membership interest in SELLC.

4. As part of the Transactions and as part of the consideration for the outstanding limited partnership interests of FL Rich Gas Services, LP and the outstanding limited liability company interests of FL Rich Gas Services GP, LLC, the Issuer issued 14,633,000 Class B Convertible Units to TexStar Midstream Services, LP, which then contributed such Class B Convertible Units to Borrower. 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).

5. The number of Series A Convertible Preferred Units includes previous receipt of Series A PIK Preferred Units (as defined in the Prior Partnership Agreement) that were not required to be reported.

Remarks:

This Form 4 is filed jointly by Southcross Energy LLC ("SELLC"), Southcross Energy Partners GP, LLC (the "General Partner"), Charlesbank Capital Partners, LLC ("Charlesbank"), Charlesbank Equity Fund VI GP, Limited Partnership ("Equity VI GP"), Charlesbank Coinvestment Partners, Limited Partnership ("Coinvest") and each of Charlesbank Equity Fund VI, Limited Partnership ("Fund VI"), CB Offshore Equity Fund VI, L.P. ("Offshore VI"), Charlesbank Equity Coinvestment Fund VI, Limited Partnership ("Coinvest VI" and together with Fund VI and Offshore VI, the "Charlesbank Funds") and CB-Southcross Holdings, Inc., of which Offshore VI is the sole shareholder. Equity VI GP is the general partner of each of the Charlesbank Funds and may be deemed to indirectly beneficially own the securities of the Issuer held by the Charlesbank Funds, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank is the general partner of each of Coinvest and Equity VI GP and therefore may be deemed to indirectly beneficially own the securities of the Issuer held thereby, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, Charlesbank has authority to vote securities held by the Charlesbank Funds and to decide which securities to purchase and sell for the Charlesbank Funds. Jon M. Biotti is a Managing Director of Charlesbank, the investment adviser to the Charlesbank Funds and general partner of Coinvest. The Issuer is managed by the board of directors (the "Board") and the executive officers of the General Partner, which is owned by Southcross Holdings LP ("Holdings"). Through Holdings and its general partner, Southcross Holdings GP LLC, SELLC has the right to elect two directors (one of whom must be independent) to the Board.

	/s/ David W. Biegler, Chief Executive Officer, Southcross Energy LLC	08/06/2014
	/s/ David W. Biegler, Chief Executive Officer, Southcross Energy Partners GP, LLC	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI, Limited Partnership	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P.	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership	08/06/2014
	/s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc.	08/06/2014
	** Signature of Reporting Person	Date
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