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*
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)
05/07/2015
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) 05/07/2015 J 4,500,000 A (1) 6,616,400 I By Southcross Holdings Borrower LP(1)(2)
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
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)
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)
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)
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)
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)
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)
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)
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)
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)
Explanation of Responses:
1. As partial consideration for certain assets assigned by Southcross Holdings LP ("Holdings") and certain of its subsidiaries to the Issuer, the Issuer issued 4,500,000 Common Units to Southcross Holdings Borrower LP ("Borrower").
2. The Reporting Persons may be deemed to indirectly beneficially own the Common 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. Southcross Energy LLC ("SELLC") owns 29.2% of Holdings and 29.6% of Southcross Holdings GP LLC, the general partner of Holdings. 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.
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 2 directors (1 of whom must be independent) to the Board
/s/ David W. Biegler, Chief Executive Officer, Southcross Energy LLC 05/11/2015
/s/ John E. Bonn, Chief Executive Officer, Southcross Energy Partners GP, LLC 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI, Limited Partnership 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P. 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership 05/11/2015
/s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc. 05/11/2015
** 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 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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