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 Southcross Aggregator LP

(Last) (First) (Middle)
2021 MCKINNEY AVE.
SUITE 1250

(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)
08/13/2018
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) 08/13/2018 J(1) 332,220 (1) (1) Common Units (Limited Partnership Interests) (1) (1) 19,314,797 I By Southcross Holdings Borrower LP
1. Name and Address of Reporting Person*
TW Southcross Aggregator LP

(Last) (First) (Middle)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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)
2021 MCKINNEY AVE.
SUITE 1250

(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*
Herring Edward

(Last) (First) (Middle)
2021 MCKINNEY AVE.
SUITE 1250

(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. The Class B Convertible Units were acquired by Southcross Holdings Borrower LP ("Borrower") as a payment-in-kind distribution on outstanding Class B Convertible Units pursuant to the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement"). 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:
See Exhibit 99.1
TW Southcross Aggregator LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance 08/14/2018
TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 08/14/2018
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 08/14/2018
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 08/14/2018
TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 08/14/2018
TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman, Vice President 08/14/2018
TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President 08/14/2018
TAILWATER CAPITAL LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 08/14/2018
/s/ Jason H. Downie 08/14/2018
/s/ Edward Herring 08/14/2018
** 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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